CoSF Version 6 1.14.2025 Date: April 22, 2026 To: Governing Body, Finance Committee, and Public Works & Utilities Committee From: John Del Mar, Engineer Supervisor, Water Division Via: Jesse Roach, Interim Public Utilities Department Director Jonathan Montoya, Interim Water Division Director Subject: Permitting Software Contract Amendment and Budget Amendment Resolutions Vendor Name: Vertosoft, LLC Vendor Number: 10788 ACTION: Request for Approval of Amendment No. 1 to a General Services Contract with Vertosoft LLC for the Purchase of Additional OpenGov Enterprise Asset Management Software Domains in a Total Amount Not to Exceed $209,278.24, Including NM GRT. 1. Request for Approval of a Budget Amendment Resolution (BAR) Increasing Public Utilities Admin Software Budget by $84,705.00 and Decreasing Available Water Enterprise Fund in the Total Amount of $84,705.00. CONTRACT NUMBER: The FY25 Munis contract number is 3260136. BACKGROUND AND SUMMARY: The OpenGov Permitting and Licensing platform was selected by the City of Santa Fe Land Use Department in July 2025. The platform supports key land use planning and permitting functions, including application intake, plan review, inspections, fee collection, code enforcement, licensing, and reporting. The Water Division’s development process is supported in the Land Use implementation of the OpenGov platform; however, the Water Division has additional processes that occur outside of the Land Use framework. These are cases where customers come to the Water Division for new or changed water service and water line extensions, but do not need to go through any Land Use process. To maintain consistency withing the Water Division, and between the Public Utilities and Land Use Departments, the Water Division approached OpenGov for an expansion in their scope to include our additional use cases. Original contract item #25-0373 in the amount of $800,576.77 was approved by the Governing Body on August 13, 2025. The contract includes a one-time deployment, first year subscription and two additional annual renewals. The first renewal date is February 14, 2026. Amendment 1 increases the contract amount by $209,278.24 for a total of $1,035,141.40 including NMGRT for the four remaining years of the contract. The contract amendment includes a one-time deployment, first year subscription and twoJM JMJesse Roach additional annual renewals. The amendment also corrects the NMGRT rate in the original contract. The cost of this amendment will be funded by the Water Division. The FY26 cost requested in Amendment No. 1, is $84,705.00 including GRT and includes costs for implementation as well as the first-year subscription. Subsequent years will be included in the Water Division’s annual operating budget. The requested budget amendment is funded by the Water Enterprise Fund. PRIOR APPROVALS AND SUPPORTING INFORMATION: FUNDING SOURCE: Fund Name/Number: Water Enterprise Fund / 505 Munis Org Name/Number: PUD Admin / 5115501 Munis Object Name/Number: Software>$5k / 570850 Budget Officer / Designee: Date: Budget Officer Comment/Exceptions: PROCUREMENT METHOD: The procurement method used was NMSA 1978, Section 13-1-135, Cooperative Purchase - procurement method is the OMNIA Partners contract 01-165. Item #25-0373 Munis No. 3260136. Chief Procurement Officer (CPO) / Designee: Date: CPO Comment/Exceptions: ASSOCIATED APPROVALS: IT Components included? ☒ Yes | ☐ No Approval: Title: Date: Comment/Exceptions: Vehicles included? ☐ Yes | ☒ No Approval: Title: Date: Comment/Exceptions: Construction to City Facilities, Furniture, and/or Fixtures included? ☐ Yes | ☒ No Approval: Title: Date: Comment/Exceptions: Is this an externally funded purchase? ☐ Yes | ☒ No If yes, what is the issuing agency:AP (May 1, 2026 14:12:40 MDT) AP05/01/202605/06/2026Eric Candelaria (May 26, 2026 10:35:01 MDT) Approval: Title: Date: Comment/Exceptions: Is this a Capital Asset or Project? ☐ Yes | ☒ No Project Ledger Number: Approval: Title: Date: Comment/Exceptions: ATTACHMENTS: Amendment 1 Budget Adjustment Request (BAR) Original contract packet Certificate of Insurance Item# Munis Contract# 3260136 Original Contract Item# 25-0373 OMNIA Partners Master Agreement # 01-165 CITY OF SANTA FE GENERAL SERVICES CONTRACT ITEM #25-0373 AMENDMENT NO. 1 This AMENDMENT NO. 1 ("Amendment") amends the CITY OF SANTA FE GENERAL SERVICES CONTRACT, dated August 16, 2025 ("Contract"), between the City of Santa Fe ("City") and VERTOSOFT, LLC. ("Contractor"). The date of this Amendment shall be the date when it is executed by the City and the Contractor whichever occurs last. Pursuant to Article 8 of the Contract, and for good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, the City and the Contractor agree as follows: 1. SCOPE OF WORK Article 2, paragraph A of the Contract is amended to read as follows: The Contractor shall perform the scope of work outlined in Exhibit A and Exhibit A.1. 2. COMPENSATION. Article 3 of the Contract is amended to increase the amount of compensation by a total of One-Hundred Ninety-Three Thousand Four Hundred Forty Dollars and Thiry-One Cents ($193,440.31), plus applicable out-of- state GRT. The GRT for the increased amount will be calculated based on the current rate of 8.1875%, totaling $15,837.93, so that Article 3 reads in its entirety as follows: Compensation Schedule. The City shall pay to the Contractor based upon fixed prices for each Deliverable, per the schedule outlined in Exhibit B and Exhibit B1, less retainage, if any, as identified in paragraph C of this Clause. 2 A. The amount payable to the Contractor under this Contract shall not exceed $956,803.14, plus applicable GRT. The GRT will be calculated based on the current rate of 8.1875%, totaling $78,338.26. The total compensation is $1,035,141.40. This amount is a maximum and not a guarantee that the work assigned to be performed by Contractor under this Contract shall equal the amount stated herein. The Parties do not intend for the Contractor to continue to provide Services without compensation when the total compensation amount is reached. contractor is responsible for notifying the City when the Services provided under this Contract reach the total compensation amount. In no event will the Contractor be paid for Services provided in excess of the total compensation amount without this Contract being amended in writing prior to services, in excess of the total compensation amount being provided. Payment shall be made upon acceptance of each Deliverable and upon the receipt and acceptance of a detailed, certified Payment Invoice. Progress and Deliverable Payments will be made to the Contractor's designated mailing address. In accordance with NMSA 1978, Section 13-1-158, payment shall be tendered to the Contractor within thirty (30) days of the date of written certification of acceptance. All payment invoices MUST BE received by the City at least thirty (30) days after the completion of each Deliverable and no later than fifteen (15) days after the termination of this Contract. Payment Invoices received after such date WILL NOT BE PAID. If you do not receive confirmation of invoice receipt within seven days, email accountspayable@santafenm.gov to request an update. For contract-related inquiries, contact purchasing@santafenm.gov. C. Retainage. Not Applicable – The Parties agree there is no retainage. D. Performance Bond. Not Applicable. The Parties agree there is no Performance Bond. 3. CONTRACT IN FULL FORCE. Except as specifically provided in this Amendment, the Contract remains and shall remain in full force and effect, in accordance with its terms. 3 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Contract as of the date of the final signature set forth below. CITY OF SANTA FE: CONTRACTOR: VERTOSOFT, LLC MAYOR MICHAEL J. GARCIA JAY COLAVITA, PRESIDENT DATE: DATE: NMBTIN# 81-3911287______________________ City of Santa Fe Business Registration ________ ATTEST: GERALYN CARDENAS, CITY CLERK CITY ATTORNEY’S OFFICE: MARCOS D. MARTÍNEZ, CITY ATTORNEY APPROVED FOR FINANCES: ANDREA PHILLIPS, INTERIM FINANCE DIRECTORApr 21, 2026Marcos D. Martinez (Apr 21, 2026 08:35:47 MDT) Marcos D. MartinezANDREA PHILLIPS (May 22, 2026 09:51:00 MDT) Statement of Work City of Santa Fe, NM Creation Date: 01/28/2026 SoW Expiration Date:04/28/2026 Document Number: PS-10998.1 Created by: Josh Volpert PS-10998.1 1 Exhibit A1 Table of Contents OpenGov Statement of Work 3 1. Project Scope and Understanding 3 2. Exhibits 3 3. OpenGov Responsibilities 3 4. Customer Responsibilities 3 5. Project Delivery 4 6. Estimated Schedule 4 7. Acceptance Procedure 4 8. Modifications 4 9. Communication and Escalation Procedure 5 Exhibit 1: Implementation Activities 6 OpenGov Implementation Methodology Overview 6 Permitting & Licensing 6 Initiate 6 Validate 7 Configure 7 Train 8 Launch 9 Exhibit 2: Technical Requirements 10 Permitting & Licensing Technical Requirements 10 PS-10998.1 2 OpenGov Statement of Work 1. Project Scope and Understanding This Statement of Work (“SOW”) outlines the Professional Services OpenGov will provide to the City of Santa Fe, NM (“Customer”) under the applicable Order Form. Professional Services or technical requirements not listed in this SOW are out of scope. 2. Exhibits The following exhibits are incorporated by reference and are part of this SOW: 2.1. Exhibit 1: Implementation Activities 2.1.1. Permitting & Licensing 2.2. Exhibit 2: Technical Requirements 2.2.1. Permitting & Licensing 3. OpenGov Responsibilities OpenGov will provide a framework for planning, communication, progress tracking, and coordination for activities in Exhibit 1. In collaboration with Customer, OpenGov will develop and maintain the Project Plan. The “Project Plan” is a detailed, living document that defines how the project will be executed, including tasks, timelines, milestones, and team assignments. OpenGov will monitor progress against the Project Plan, coordinate adjustments to tasks and schedules as needed, and conduct status meetings as agreed to by the parties. OpenGov will provide weekly status reports, a Project Charter, and a RAID register (Risks, Actions, Issues, and Decisions). The “Project Charter” is a high-level document outlining the project’s purpose, goals, key stakeholders, success criteria, and major milestones. 4. Customer Responsibilities The Customer will appoint a primary point of contact with authority to make binding decisions (“Customer’s Project Manager”). This person will coordinate internal resources, assign subject matter experts (“SMEs”), and oversee implementation. Responsibilities include attending status meetings, making timely decisions, providing requested information, escalating issues internally, and collaborating on the Project Plan and Change Order process, if applicable. Customer acknowledges that the success of this project is contingent on its full participation. Customer must provide data within ten (10) business days of a request, maintain consistent data formats and access throughout the project, and allocate the necessary Customer resources and time to support deliverables and meet agreed-upon timelines. PS-10998.1 3 5. Project Delivery OpenGov will perform services under this SOW remotely. OpenGov may use a combination of OpenGov personnel and OpenGov-trained implementation partners to deliver the services described in this SOW. 6. Estimated Schedule The specific timeline, including order of delivery of the suite(s), will be determined during the project planning activities in the Initiate Phase. Services are estimated to begin within two (2) weeks and no later than four (4) weeks from contract signature. OpenGov reserves the right to adjust the schedule based on the availability of Customer or OpenGov resources, and the timeliness of deliverables provided by the Customer. 7. Acceptance Procedure OpenGov will submit completed deliverables to the Customer’s Project Manager for review. Within five (5) business days of receipt, the Customer’s Project Manager will either provide written acceptance or a list of requested revisions. In the event there are requested revisions, the subsequent review period for acceptance will follow the same timeline until final acceptance. If Customer does not respond within this period, the deliverable will be deemed accepted. Once a deliverable is accepted, any requested changes will require a paid Change Order. Acceptance milestones and review timelines will be tracked in the Project Plan. Both parties acknowledge that delays in task completion or unresolved issues may impact the project timeline. If OpenGov determines in good faith that Customer is not fulfilling its responsibilities under this SOW, OpenGov may place services on hold following a minimum of five (5) business days’ written notice. The notice will specify the actions needed to progress the project. During the hold period, OpenGov may reallocate resources without penalty and will not be responsible for resulting delays. 8. Modifications The fees and estimated timeline are based on the scope and assumptions in this SOW. If either party determines that a change to the scope is necessary, the parties will collaborate to define the required modification, which may result in fee adjustments based on OpenGov’s standard rates. All modifications must be documented in a written Change Order and signed by both parties (“Change Order”) . PS-10998.1 4 Examples of changes include revisions to the project timeline, deliverables, or resource allocation. 9. Communication and Escalation Procedure OpenGov and Customer agree to maintain regular communication in alignment with the Project Plan to ensure progress, resolve questions promptly, and minimize risk. Both parties will raise any issues or concerns in a timely manner. If challenges are not resolved through standard project discussions, Customer and OpenGov Project Managers will escalate to their respective executive leadership teams to jointly determine a resolution and align on a path to successful implementation. PS-10998.1 5 Exhibit 1: Implementation Activities OpenGov Implementation Methodology Overview Every OpenGov implementation follows a standardized five-phase methodology designed to ensure a structured and collaborative deployment. The phases are: 1. Initiate – OpenGov provisions access and performs initial system setup. 2. Validate – OpenGov works with the Customer to confirm requirements and review initial configurations. 3. Configure – OpenGov completes system configuration as outlined in this SOW. 4. Train – OpenGov provides training to system administrators and/or end users, as applicable. 5. Launch – OpenGov provides post-go-live support and transitions the Customer to OpenGov’s Customer Success Team. Each implementation is structured around these phases. Deliverables, sign-offs, and completion criteria are aligned to the relevant phase. Permitting & Licensing Use Cases for Permitting & Licensing: ● Water Services Initiate Provisioning Permitting & Licensing Platform OpenGov will: PS-10998.1 6 ● OpenGov will provision Customer’s OpenGov entity and verify Customer has access to all purchased modules. Customer will: ● Confirm access to entity and modules. Completion Criteria ● Customer verifies access to the site. Data Initiation OpenGov will: ● Provide the needed data and format to the customer. ● Discuss data needs for the foundational initiation of the software. ● Assign a Project Manager once the data has been collected. Customer will: ● Provide the required data in a timely manner. Completion Criteria ● Customer sign-off that the Integrations are complete and the data is being captured as planned. Validate Technical Project Review OpenGov will: ● Provide up to one (1) one-hour working sessions at the beginning of the project to: o Review deliverables o Review technical requirements o Provide documentation on requirements and processes OpenGov Assumptions: ● Customer will provide relevant data within two (2) weeks immediately following the kick-off meeting. Customer will: ● Identify relevant participants for attendance. ● Confirm deliverables. ● Gather and provide relevant data for the project. Completion Criteria ● Customer sign-off on project plan. Configure Record Types Deliverables PS-10998.1 7 OpenGov will configure the following standard record types, including sub-types, drafts of Customer’s record types in the Permitting & Licensing system including Form, Workflow, Output Document and Fees: Water Services Service Area Up to one (1) record types from the following list: ● Water Service Application Customer will: ● Attend working sessions to validate, review, and iterate upon draft records. ● Test all configured record types Completion Criteria ● Customer sign-off that the Record Types have been configured. Sign-off will occur with each completed Record Type. Data Deliverables Autofill Integration OpenGov will: ● Provide up to two (2) Autofills, using source data from OpenGov or provided by the Customer. Customer will: ● Provide the source data, if applicable. ● Agree upon specifications prior to upload. Completion Criteria ● Customer sign-off on the Autofill Integration. Train Administrator Training OpenGov will: ● Provide up to eight (8) hours of Permitting & Licensing system administrator training to enable system administrators on the following topics: ○ Setting up the public portal ○ Employee app settings ○ Creating and editing record types ○ Managing Forms ○ Editing Documents ○ Creating Workflows ○ Setting up Inspections ○ Reporting & Transparency ■ Download and upload data ■ How to create reports and dashboards ○ Mobile app Customer will: PS-10998.1 8 ● Identify the relevant participants to attend each training session. Completion Criteria ● Administrator Training has been conducted. End User Training OpenGov will: ● Provide up to eight (8) hours of end-user trainings designed for Plan Review, Inspectors, Finance Staff, etc. to cover the following topics: ○ Navigation of the system ○ Manage inbox and tasks ○ Take payments ○ Conduct inspections ○ Create records ○ Mobile app Customer will: ● Identify the relevant participants to attend each training session. Completion Criteria ● End User Training has been conducted. Launch HyperAdopt OpenGov will: ● Provide up to eight (8) hours of HyperAdopt support from the OpenGov Project Team post Go-Live to ensure successful adoption. Customer will: ● Identify issues and attend sessions Completion Criteria ● Customer sign-off that the project has been completed. PS-10998.1 9 Exhibit 2: Technical Requirements Permitting & Licensing Technical Requirements Autofills using Customer source data ● Flat file, .csv, .xls, .xlsx, .txt with headers Current application forms, workflows, fee structures, and output documents ● PDF, Word, .csv, .xls, .xlsx with headers PS-10998.1 10 1602 Village Market Blvd SE, Suite 320 Leesburg, VA20175 USA Cage Code: 7QV38 UEI Number Y7D5MXRU2839 DUNS# 080431574 Federal Tax ID: 81-3911287 Business Size: Small Business Date: 2/25/2026, 6:12 PM Phone: 571 707-4130 Fax: 571-291-4119 Email: opengov@vertosoft.com Vertosoft Contact: Carly Moore Phone: (540) 998-8361 Email: carly.moore@vertosoft.com Vertosoft Quote for OpenGov - City of Santa Fe, NM Contract: NCPA - OMNIA 01-165 Quote #: Q-19530 Expires On: 4/15/2026 Ship To Taylor Jurgens City of Santa Fe, NM Quote For: Name: Company: City of Santa Fe, NM Email: Phone: PAYMENT TERMS DELIVERY METHOD PAYMENT METHOD VERTOSOFT CUST ID SUPPLIER REF Net 30 Electronic Check/ACH/Credit Card Overall POP Start Date: 4/15/2026 Overall POP End Date: 4/14/2029 Group1 4/15/2026 - 4/14/2027 PART # DESCRIPTION QTY UNIT PRICE EXTENDED OG-SWCV-B300500M- AR-3Y Autofill Interface - Between $300-500 Million - 3Y 2.00 $1,482.01 $2,964.02 OG-TWET-B300500M- AR-3Y Permitting and Licensing - Public Works Permits Additional Service Area - Between $300-500 Million - 3Y 1.00 $50,530.14 $50,530.14 OG-PSBG-B300500M- OT-0Y Professional Services Deployment - Prepaid - Between $300-500 Million - 0Y 124.00 $200.00 $24,800.00 Group1 TOTAL: $78,294.16 Page 1 of 2 Exhibit B1 Group2 4/15/2027 - 4/14/2028 PART # DESCRIPTION QTY UNIT PRICE EXTENDED OG-SWCV-B300500M- AR-3Y Autofill Interface - Between $300-500 Million - 3Y 2.00 $1,556.10 $3,112.20 OG-TWET-B300500M- AR-3Y Permitting and Licensing - Public Works Permits Additional Service Area - Between $300-500 Million - 3Y 1.00 $53,056.65 $53,056.65 Group2 TOTAL: $56,168.85 Group3 4/15/2028 - 4/14/2029 PART # DESCRIPTION QTY UNIT PRICE EXTENDED OG-SWCV-B300500M- AR-3Y Autofill Interface - Between $300-500 Million - 3Y 2.00 $1,633.91 $3,267.82 OG-TWET-B300500M- AR-3Y Permitting and Licensing - Public Works Permits Additional Service Area - Between $300-500 Million - 3Y 1.00 $55,709.48 $55,709.48 Group3 TOTAL: $58,977.30 Grand Total: $193,440.31 Annual invoices will be delivered by the start of each consecutive annual period. Payment of invoices shall be annually in advance. Any Professional Services shall be performed pursuant to the attached Statement of Work, if any. Quote Terms By purchasing the products and services described in this order form, the Customer is expressly agreeing to the End User Agreement published at https://www.vertosoft.com/terms-and-conditions-opengov Taxes: Sales tax shall be added at the time of an invoice, unless a copy of a valid tax exemption or resale certificate is provided. Credit Card Orders: Additional fees may apply if paying by credit card. All Purchase Orders must include: End User Name, Phone Number, Email Address, Purchase Order Number, Government Contract Number or Our Quote Number, Bill-To and Ship-To Address (Cannot ship to a PO Box), Period of Performance (if applicable), and a Signature of a duly Authorized Representative. Page 2 of 2 Statement of Work City of Santa Fe, NM Creation Date: 01/28/2026 SoW Expiration Date:04/28/2026 Document Number: PS-10998.1 Created by: Josh Volpert PS-10998.1 1 Table of Contents OpenGov Statement of Work 3 1. Project Scope and Understanding 3 2. Exhibits 3 3. OpenGov Responsibilities 3 4. Customer Responsibilities 3 5. Project Delivery 4 6. Estimated Schedule 4 7. Acceptance Procedure 4 8. Modifications 4 9. Communication and Escalation Procedure 5 Exhibit 1: Implementation Activities 6 OpenGov Implementation Methodology Overview 6 Permitting & Licensing 6 Initiate 6 Validate 7 Configure 7 Train 8 Launch 9 Exhibit 2: Technical Requirements 10 Permitting & Licensing Technical Requirements 10 PS-10998.1 2 OpenGov Statement of Work 1. Project Scope and Understanding This Statement of Work (“SOW”) outlines the Professional Services OpenGov will provide to the City of Santa Fe, NM (“Customer”) under the applicable Order Form. Professional Services or technical requirements not listed in this SOW are out of scope. 2. Exhibits The following exhibits are incorporated by reference and are part of this SOW: 2.1. Exhibit 1: Implementation Activities 2.1.1. Permitting & Licensing 2.2. Exhibit 2: Technical Requirements 2.2.1. Permitting & Licensing 3. OpenGov Responsibilities OpenGov will provide a framework for planning, communication, progress tracking, and coordination for activities in Exhibit 1. In collaboration with Customer, OpenGov will develop and maintain the Project Plan. The “Project Plan” is a detailed, living document that defines how the project will be executed, including tasks, timelines, milestones, and team assignments. OpenGov will monitor progress against the Project Plan, coordinate adjustments to tasks and schedules as needed, and conduct status meetings as agreed to by the parties. OpenGov will provide weekly status reports, a Project Charter, and a RAID register (Risks, Actions, Issues, and Decisions). The “Project Charter” is a high-level document outlining the project’s purpose, goals, key stakeholders, success criteria, and major milestones. 4. Customer Responsibilities The Customer will appoint a primary point of contact with authority to make binding decisions (“Customer’s Project Manager”). This person will coordinate internal resources, assign subject matter experts (“SMEs”), and oversee implementation. Responsibilities include attending status meetings, making timely decisions, providing requested information, escalating issues internally, and collaborating on the Project Plan and Change Order process, if applicable. Customer acknowledges that the success of this project is contingent on its full participation. Customer must provide data within ten (10) business days of a request, maintain consistent data formats and access throughout the project, and allocate the necessary Customer resources and time to support deliverables and meet agreed-upon timelines. PS-10998.1 3 5. Project Delivery OpenGov will perform services under this SOW remotely. OpenGov may use a combination of OpenGov personnel and OpenGov-trained implementation partners to deliver the services described in this SOW. 6. Estimated Schedule The specific timeline, including order of delivery of the suite(s), will be determined during the project planning activities in the Initiate Phase. Services are estimated to begin within two (2) weeks and no later than four (4) weeks from contract signature. OpenGov reserves the right to adjust the schedule based on the availability of Customer or OpenGov resources, and the timeliness of deliverables provided by the Customer. 7. Acceptance Procedure OpenGov will submit completed deliverables to the Customer’s Project Manager for review. Within five (5) business days of receipt, the Customer’s Project Manager will either provide written acceptance or a list of requested revisions. In the event there are requested revisions, the subsequent review period for acceptance will follow the same timeline until final acceptance. If Customer does not respond within this period, the deliverable will be deemed accepted. Once a deliverable is accepted, any requested changes will require a paid Change Order. Acceptance milestones and review timelines will be tracked in the Project Plan. Both parties acknowledge that delays in task completion or unresolved issues may impact the project timeline. If OpenGov determines in good faith that Customer is not fulfilling its responsibilities under this SOW, OpenGov may place services on hold following a minimum of five (5) business days’ written notice. The notice will specify the actions needed to progress the project. During the hold period, OpenGov may reallocate resources without penalty and will not be responsible for resulting delays. 8. Modifications The fees and estimated timeline are based on the scope and assumptions in this SOW. If either party determines that a change to the scope is necessary, the parties will collaborate to define the required modification, which may result in fee adjustments based on OpenGov’s standard rates. All modifications must be documented in a written Change Order and signed by both parties (“Change Order”) . PS-10998.1 4 Examples of changes include revisions to the project timeline, deliverables, or resource allocation. 9. Communication and Escalation Procedure OpenGov and Customer agree to maintain regular communication in alignment with the Project Plan to ensure progress, resolve questions promptly, and minimize risk. Both parties will raise any issues or concerns in a timely manner. If challenges are not resolved through standard project discussions, Customer and OpenGov Project Managers will escalate to their respective executive leadership teams to jointly determine a resolution and align on a path to successful implementation. PS-10998.1 5 Exhibit 1: Implementation Activities OpenGov Implementation Methodology Overview Every OpenGov implementation follows a standardized five-phase methodology designed to ensure a structured and collaborative deployment. The phases are: 1. Initiate – OpenGov provisions access and performs initial system setup. 2. Validate – OpenGov works with the Customer to confirm requirements and review initial configurations. 3. Configure – OpenGov completes system configuration as outlined in this SOW. 4. Train – OpenGov provides training to system administrators and/or end users, as applicable. 5. Launch – OpenGov provides post-go-live support and transitions the Customer to OpenGov’s Customer Success Team. Each implementation is structured around these phases. Deliverables, sign-offs, and completion criteria are aligned to the relevant phase. Permitting & Licensing Use Cases for Permitting & Licensing: ● Water Services Initiate Provisioning Permitting & Licensing Platform OpenGov will: PS-10998.1 6 ● OpenGov will provision Customer’s OpenGov entity and verify Customer has access to all purchased modules. Customer will: ● Confirm access to entity and modules. Completion Criteria ● Customer verifies access to the site. Data Initiation OpenGov will: ● Provide the needed data and format to the customer. ● Discuss data needs for the foundational initiation of the software. ● Assign a Project Manager once the data has been collected. Customer will: ● Provide the required data in a timely manner. Completion Criteria ● Customer sign-off that the Integrations are complete and the data is being captured as planned. Validate Technical Project Review OpenGov will: ● Provide up to one (1) one-hour working sessions at the beginning of the project to: o Review deliverables o Review technical requirements o Provide documentation on requirements and processes OpenGov Assumptions: ● Customer will provide relevant data within two (2) weeks immediately following the kick-off meeting. Customer will: ● Identify relevant participants for attendance. ● Confirm deliverables. ● Gather and provide relevant data for the project. Completion Criteria ● Customer sign-off on project plan. Configure Record Types Deliverables PS-10998.1 7 OpenGov will configure the following standard record types, including sub-types, drafts of Customer’s record types in the Permitting & Licensing system including Form, Workflow, Output Document and Fees: Water Services Service Area Up to one (1) record types from the following list: ● Water Service Application Customer will: ● Attend working sessions to validate, review, and iterate upon draft records. ● Test all configured record types Completion Criteria ● Customer sign-off that the Record Types have been configured. Sign-off will occur with each completed Record Type. Data Deliverables Autofill Integration OpenGov will: ● Provide up to two (2) Autofills, using source data from OpenGov or provided by the Customer. Customer will: ● Provide the source data, if applicable. ● Agree upon specifications prior to upload. Completion Criteria ● Customer sign-off on the Autofill Integration. Train Administrator Training OpenGov will: ● Provide up to eight (8) hours of Permitting & Licensing system administrator training to enable system administrators on the following topics: ○ Setting up the public portal ○ Employee app settings ○ Creating and editing record types ○ Managing Forms ○ Editing Documents ○ Creating Workflows ○ Setting up Inspections ○ Reporting & Transparency ■ Download and upload data ■ How to create reports and dashboards ○ Mobile app Customer will: PS-10998.1 8 ● Identify the relevant participants to attend each training session. Completion Criteria ● Administrator Training has been conducted. End User Training OpenGov will: ● Provide up to eight (8) hours of end-user trainings designed for Plan Review, Inspectors, Finance Staff, etc. to cover the following topics: ○ Navigation of the system ○ Manage inbox and tasks ○ Take payments ○ Conduct inspections ○ Create records ○ Mobile app Customer will: ● Identify the relevant participants to attend each training session. Completion Criteria ● End User Training has been conducted. Launch HyperAdopt OpenGov will: ● Provide up to eight (8) hours of HyperAdopt support from the OpenGov Project Team post Go-Live to ensure successful adoption. Customer will: ● Identify issues and attend sessions Completion Criteria ● Customer sign-off that the project has been completed. PS-10998.1 9 Exhibit 2: Technical Requirements Permitting & Licensing Technical Requirements Autofills using Customer source data ● Flat file, .csv, .xls, .xlsx, .txt with headers Current application forms, workflows, fee structures, and output documents ● PDF, Word, .csv, .xls, .xlsx with headers PS-10998.1 10 DATE JUSTIFICATION: (use additional page if needed) --Attach supporting documentation/memo Fund Balance Fund(s) Affected Increase/(Decrease) 510 (19,846) 500 (17,727) 505 (44,537) 511 - TOTAL: (82,110) Amanda Britt for John Del Mar Prepared By {print name} Date Budget Officer Date City Council Division Director Signature {optional} Date Approval Date Finance Director { ≤ $5,000} Date Agenda Item #: Department Director Signature Date City Manager { ≤ $60,000} Date Log # {Finance use only } : Journal # {Finance use only } : UtilityIF Transfer In From Fund 500 5115501 665500 (17,727) UtilityIF Transfer In From Fund 510 REVENUES UtilityIF Transfer In From Fund 505 5115501 665505 CITY COUNCIL APPROVAL City Council agenda items ONLY} 82,110$ -$ {enter as negative #} (19,846) (44,537) {enter as positive #} 82,110 {enter as negative #} 19,846 DEPARTMENT / DIVISION NAME INCREASE {enter as positive #} {Use this form for Finance Committee/ 665510 BAR is needed to fund purchase of Additional OpenGov Enterprise Asset Management Software Domains. City of Santa Fe, New Mexico BUDGET AMENDMENT REQUEST (BAR) OBJECT PROJECT 4/27/2026 44,537765511 Public Utilities Department / PU ADMIN {Complete section below if BAR results in a net change to ANY Fund} Item# 25-0373 Munis Contract #3260136 DECREASE 17,727 570850 5115501 ORG 5100331 5000061 5050381 5115501 EXPENDITURES 765511 765511 ITEM DESCRIPTION ESD- Utility IF Transfer Out To 511 WWD- Utility IF Transfer Out To 511 WTR- Utility IF Transfer Out To 511 PU Admin, Software PurchaseJONATHAN MONTOYA (Apr 29, 2026 09:05:31 MDT) JONATHAN MONTOYA05/01/2026 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME: CONTACT (A/C, No): FAX E-MAIL ADDRESS: PRODUCER (A/C, No, Ext): PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANYPROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT ER OTH- STATUTE PER LIMITS(MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) POLICY EFF POLICY NUMBERTYPE OF INSURANCELTR INSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY12/26/2025Preferred Ins. Services, Inc 4100 Monument Corner Dr., Suite 400 Fairfax VA 22030Certificate Department703-667-5940703-991-4838certs@preferins.comValley Forge Insurance20508VERTLLC-01Continental Casualty Company20443Vertosoft LLC 1602 VILLAGE MARKET BLVD SE STE 320 Leesburg VA 20175Continental Insurance Company35289Arch Specialty Insurance Company21199National Fire Insurance Company of Hartford20478At-Bay Specialty Insurance Company311271027144996AX1,000,000X1,000,00010,0001,000,0002,000,000XYY803526220212/1/202512/1/20262,000,000E1,000,000XXXYY803551014212/1/202512/1/2026BXX8,000,000YCUE 803526223312/1/2025Y12/1/20268,000,000X10,000CXNYWC83526221612/1/202512/1/20261,000,0001,000,0001,000,000D F FTech E&O/Cyber/Media Liability Excess Liability 5mil over 5mil Excess Liability 5mil over 10milC4LRC103259CYBER2025A 833896578 AB-6738588-0112/1/2025 12/1/2025 12/1/202512/1/2026 12/1/2026 12/1/2026Each Claim/Aggregate Each Claim/Aggregate Each Claim/Aggregate5,000,000 5,000,000 5,000,000Re: City of Santa Fe Water Division, 801 W San Mateo Rd., Santa Fe, NM 87505 are Additional Insured with respect to General Liability, which includes on-going and completed operations, and Automobile Liability regarding all work performed by the named insured. Waiver of Subrogation in favor of Additional Insureds applies to General Liability, Automobile Liability and Workers’ Compensation. Umbrella Liability Follows form. Primary & non-contributory wording applies to General Liability as required by written contract. Auto Insurance is primary (except for non-owned autos).City of Santa Fe Water Division 801 W San Mateo Rd. Santa Fe NM 78505 Statement of Work City of Santa Fe, NM Creation Date: 01/28/2026 SoW Expiration Date:04/28/2026 Document Number: PS-10998.1 Created by: Josh Volpert PS-10998.1 1 Exhibit A1 Table of Contents OpenGov Statement of Work 3 1. Project Scope and Understanding 3 2. Exhibits 3 3. OpenGov Responsibilities 3 4. Customer Responsibilities 3 5. Project Delivery 4 6. Estimated Schedule 4 7. Acceptance Procedure 4 8. Modifications 4 9. Communication and Escalation Procedure 5 Exhibit 1: Implementation Activities 6 OpenGov Implementation Methodology Overview 6 Permitting & Licensing 6 Initiate 6 Validate 7 Configure 7 Train 8 Launch 9 Exhibit 2: Technical Requirements 10 Permitting & Licensing Technical Requirements 10 PS-10998.1 2 OpenGov Statement of Work 1. Project Scope and Understanding This Statement of Work (“SOW”) outlines the Professional Services OpenGov will provide to the City of Santa Fe, NM (“Customer”) under the applicable Order Form. Professional Services or technical requirements not listed in this SOW are out of scope. 2. Exhibits The following exhibits are incorporated by reference and are part of this SOW: 2.1. Exhibit 1: Implementation Activities 2.1.1. Permitting & Licensing 2.2. Exhibit 2: Technical Requirements 2.2.1. Permitting & Licensing 3. OpenGov Responsibilities OpenGov will provide a framework for planning, communication, progress tracking, and coordination for activities in Exhibit 1. In collaboration with Customer, OpenGov will develop and maintain the Project Plan. The “Project Plan” is a detailed, living document that defines how the project will be executed, including tasks, timelines, milestones, and team assignments. OpenGov will monitor progress against the Project Plan, coordinate adjustments to tasks and schedules as needed, and conduct status meetings as agreed to by the parties. OpenGov will provide weekly status reports, a Project Charter, and a RAID register (Risks, Actions, Issues, and Decisions). The “Project Charter” is a high-level document outlining the project’s purpose, goals, key stakeholders, success criteria, and major milestones. 4. Customer Responsibilities The Customer will appoint a primary point of contact with authority to make binding decisions (“Customer’s Project Manager”). This person will coordinate internal resources, assign subject matter experts (“SMEs”), and oversee implementation. Responsibilities include attending status meetings, making timely decisions, providing requested information, escalating issues internally, and collaborating on the Project Plan and Change Order process, if applicable. Customer acknowledges that the success of this project is contingent on its full participation. Customer must provide data within ten (10) business days of a request, maintain consistent data formats and access throughout the project, and allocate the necessary Customer resources and time to support deliverables and meet agreed-upon timelines. PS-10998.1 3 5. Project Delivery OpenGov will perform services under this SOW remotely. OpenGov may use a combination of OpenGov personnel and OpenGov-trained implementation partners to deliver the services described in this SOW. 6. Estimated Schedule The specific timeline, including order of delivery of the suite(s), will be determined during the project planning activities in the Initiate Phase. Services are estimated to begin within two (2) weeks and no later than four (4) weeks from contract signature. OpenGov reserves the right to adjust the schedule based on the availability of Customer or OpenGov resources, and the timeliness of deliverables provided by the Customer. 7. Acceptance Procedure OpenGov will submit completed deliverables to the Customer’s Project Manager for review. Within five (5) business days of receipt, the Customer’s Project Manager will either provide written acceptance or a list of requested revisions. In the event there are requested revisions, the subsequent review period for acceptance will follow the same timeline until final acceptance. If Customer does not respond within this period, the deliverable will be deemed accepted. Once a deliverable is accepted, any requested changes will require a paid Change Order. Acceptance milestones and review timelines will be tracked in the Project Plan. Both parties acknowledge that delays in task completion or unresolved issues may impact the project timeline. If OpenGov determines in good faith that Customer is not fulfilling its responsibilities under this SOW, OpenGov may place services on hold following a minimum of five (5) business days’ written notice. The notice will specify the actions needed to progress the project. During the hold period, OpenGov may reallocate resources without penalty and will not be responsible for resulting delays. 8. Modifications The fees and estimated timeline are based on the scope and assumptions in this SOW. If either party determines that a change to the scope is necessary, the parties will collaborate to define the required modification, which may result in fee adjustments based on OpenGov’s standard rates. All modifications must be documented in a written Change Order and signed by both parties (“Change Order”) . PS-10998.1 4 Examples of changes include revisions to the project timeline, deliverables, or resource allocation. 9. Communication and Escalation Procedure OpenGov and Customer agree to maintain regular communication in alignment with the Project Plan to ensure progress, resolve questions promptly, and minimize risk. Both parties will raise any issues or concerns in a timely manner. If challenges are not resolved through standard project discussions, Customer and OpenGov Project Managers will escalate to their respective executive leadership teams to jointly determine a resolution and align on a path to successful implementation. PS-10998.1 5 Exhibit 1: Implementation Activities OpenGov Implementation Methodology Overview Every OpenGov implementation follows a standardized five-phase methodology designed to ensure a structured and collaborative deployment. The phases are: 1. Initiate – OpenGov provisions access and performs initial system setup. 2. Validate – OpenGov works with the Customer to confirm requirements and review initial configurations. 3. Configure – OpenGov completes system configuration as outlined in this SOW. 4. Train – OpenGov provides training to system administrators and/or end users, as applicable. 5. Launch – OpenGov provides post-go-live support and transitions the Customer to OpenGov’s Customer Success Team. Each implementation is structured around these phases. Deliverables, sign-offs, and completion criteria are aligned to the relevant phase. Permitting & Licensing Use Cases for Permitting & Licensing: ● Water Services Initiate Provisioning Permitting & Licensing Platform OpenGov will: PS-10998.1 6 ● OpenGov will provision Customer’s OpenGov entity and verify Customer has access to all purchased modules. Customer will: ● Confirm access to entity and modules. Completion Criteria ● Customer verifies access to the site. Data Initiation OpenGov will: ● Provide the needed data and format to the customer. ● Discuss data needs for the foundational initiation of the software. ● Assign a Project Manager once the data has been collected. Customer will: ● Provide the required data in a timely manner. Completion Criteria ● Customer sign-off that the Integrations are complete and the data is being captured as planned. Validate Technical Project Review OpenGov will: ● Provide up to one (1) one-hour working sessions at the beginning of the project to: o Review deliverables o Review technical requirements o Provide documentation on requirements and processes OpenGov Assumptions: ● Customer will provide relevant data within two (2) weeks immediately following the kick-off meeting. Customer will: ● Identify relevant participants for attendance. ● Confirm deliverables. ● Gather and provide relevant data for the project. Completion Criteria ● Customer sign-off on project plan. Configure Record Types Deliverables PS-10998.1 7 OpenGov will configure the following standard record types, including sub-types, drafts of Customer’s record types in the Permitting & Licensing system including Form, Workflow, Output Document and Fees: Water Services Service Area Up to one (1) record types from the following list: ● Water Service Application Customer will: ● Attend working sessions to validate, review, and iterate upon draft records. ● Test all configured record types Completion Criteria ● Customer sign-off that the Record Types have been configured. Sign-off will occur with each completed Record Type. Data Deliverables Autofill Integration OpenGov will: ● Provide up to two (2) Autofills, using source data from OpenGov or provided by the Customer. Customer will: ● Provide the source data, if applicable. ● Agree upon specifications prior to upload. Completion Criteria ● Customer sign-off on the Autofill Integration. Train Administrator Training OpenGov will: ● Provide up to eight (8) hours of Permitting & Licensing system administrator training to enable system administrators on the following topics: ○ Setting up the public portal ○ Employee app settings ○ Creating and editing record types ○ Managing Forms ○ Editing Documents ○ Creating Workflows ○ Setting up Inspections ○ Reporting & Transparency ■ Download and upload data ■ How to create reports and dashboards ○ Mobile app Customer will: PS-10998.1 8 ● Identify the relevant participants to attend each training session. Completion Criteria ● Administrator Training has been conducted. End User Training OpenGov will: ● Provide up to eight (8) hours of end-user trainings designed for Plan Review, Inspectors, Finance Staff, etc. to cover the following topics: ○ Navigation of the system ○ Manage inbox and tasks ○ Take payments ○ Conduct inspections ○ Create records ○ Mobile app Customer will: ● Identify the relevant participants to attend each training session. Completion Criteria ● End User Training has been conducted. Launch HyperAdopt OpenGov will: ● Provide up to eight (8) hours of HyperAdopt support from the OpenGov Project Team post Go-Live to ensure successful adoption. Customer will: ● Identify issues and attend sessions Completion Criteria ● Customer sign-off that the project has been completed. PS-10998.1 9 Exhibit 2: Technical Requirements Permitting & Licensing Technical Requirements Autofills using Customer source data ● Flat file, .csv, .xls, .xlsx, .txt with headers Current application forms, workflows, fee structures, and output documents ● PDF, Word, .csv, .xls, .xlsx with headers PS-10998.1 10 CoSF Version 4 08.16.2024 Date: July 23, 2025 To: Finance Committee and Governing Body Via: Mark Scott, City Manager Elisa Montoya, Community Development Director From: Heather Lamboy, Planning and Land Use Department Director Subject: Request to Establish a City of Santa Fe General Services Contract With Vertosoft, LLC to Obtain and Implement the OpenGov Permitting, Licensing & Code Enforcement Software and Related Modules (Heather Lamboy, Planning and Land Use Director, hllamboy@santafenm.gov) Vendor Name: Vertosoft, LLC, Subcontractor: OpenGov Vendor Number: 10788 ACTION: Request for Approval of General Service Contract with Vertosoft, LLC for the Purchase of OpenGov and Implementation Services in the total amount not to exceed $763,362.83, plus out-of-state GRT, for a Five-Year Term. (Heather Lamboy, Planning and Land Use Director, hllamboy@santafenm.gov) BACKGROUND AND SUMMARY: The City of Santa Fe intends to procure OpenGov Permitting, Licensing & Code Enforcement software and related modules via an existing OMNIA Partners Cooperative Master Agreement (No. 01-165) with Vertosoft, LLC. This software will be a valuable tool for City staff to streamline permitting processes, enhance customer service, and improve overall operational efficiency. In May of 2017, the City implemented the Tyler EnerGov system in an effort to modernize permitting and licensing functions. However, EnerGov has consistently proven unreliable, difficult to configure, and heavily dependent on costly modifications to meet even basic business needs. Despite significant time and effort invested by City staff and ITT, EnerGov remains problematic. These issues are not unique to Santa Fe. Government entities across the country—including San Diego County, CA; the City of Dallas, TX; the City of Raleigh, NC; Clark County, NV; and Prince William County, VA—have publicly reported similar frustrations with EnerGov. Commonly cited issues include: Extensive Customization Needs: EnerGov is marketed as highly configurable, but many jurisdictions find that achieving basic operational needs requires expensive, time-consuming custom development. High Ongoing Costs: Even after implementation, governments frequently face substantial ongoing expenses for outside consultants, app developers, and Tyler’s own services to maintain or modify the system.ANDREA PHILLIPS (Jul 25, 2025 09:58:49 MDT)forElisa D. Montoya (Jul 30, 2025 19:40:48 MDT) Elisa D. Montoya Frequent System Errors and Instability: Users report system glitches, slow performance, and frequent disruptions to core permitting workflows such as inspections, reviews, and approvals. Upgrade Risks: Updates and patches often break prior customizations, making routine maintenance risky and costly. Poor User Experience: The platform is unintuitive for both staff and applicants, increasing error rates and extending processing times. Delayed and Inconsistent Support: Agencies report slow response times for technical support, with urgent issues sometimes taking days or weeks to resolve. Inflexibility Post-Go-Live: Even small changes to workflows, fees, or forms typically require opening new change orders or waiting on Tyler's development teams. Given these challenges, continuing with EnerGov would mean prolonged troubleshooting, high ongoing costs, and delayed improvements for the City's permitting operations. It would also restrict the City's ability to quickly adapt to new permitting needs or regulatory changes. As part of its efforts to identify a better permitting solution, the City evaluated multiple software platforms. After extensive market research, product demonstrations, and reference checks with other government agencies, OpenGov emerged as the best-in-class solution. OpenGov offers a proven, modern, cloud-based platform that meets the City’s needs today—and is flexible enough to adapt to future demands. OpenGov’s Permitting platform has been successfully implemented by hundreds of government entities and offers mobile access, a user-friendly interface, faster deployment, and built-in best practices—without requiring heavy customization. Additionally, OpenGov provides direct applicant support at no extra cost, reducing the burden on City staff. The software will support key permitting functions, including application intake, plan review, inspections, fee collection, code enforcement, licensing, and reporting. It will enable the City to streamline workflows, reduce processing times, improve applicant communication, and strengthen transparency. OpenGov also offers significantly faster and more accessible customer support compared to Tyler, with users having immediate access to assistance when needed— dramatically reducing downtime and minimizing disruptions to work. The contract will be for a five-year term, with a total contract amount not to exceed $800,576.77, which includes $763,362.83 in compensation and $37,213.94 in out-of-state GRT at a rate of 4.875%. The expected cost in the first year is $330,564.52, of which approximately $129,496.78 will be one-time implementation costs. The remaining amount will cover the annual software subscription. PROCUREMENT METHOD: NMSA 1978, Section 13-1-135 – Cooperative Purchase - The procurement method is the OMNIA Partners contract 01- 165. Chief Procurement Officer Approval: Date: Supporting Information: CONTRACT NUMBER: The FY26 Munis contract number: TBD $$$$$ SOURCE/REVENUE: ☒Expense ☐Revenue07/23/2025 The funding source is: IT Services to Other Departments Munis Org/Object: 1004501/563100 Approval: Title: Budget Officer Date: Comment & Exceptions: Grant Award Number: N/A Project Ledger #: N/A CAPITAL ASSET (will this procurement result in a tangible item that costs more than $5,000?): ☐Yes | ☒ No Repair or Replacement of Existing Equipment: ☐Yes | ☒ No Capital Project: ☐ Yes | ☒ No Department Approvals: IT Components: ☒ Yes | ☐ No Approval: Title: City CIO Date: Comment & Exceptions: Department Contract Administrators Contact Info: Heather Lamboy, Planning and Land Use Director, hllamboy@santafenm.gov Margaret Moore, Planner Manager, mrmoore@santafenm.gov ATTACHMENTS: Certificate of Liability Insurance General Services Contract Statement of Work Horizons Declination Price Exhibit CPO Determination OMNIA Master Agreement ITT Approval FormEric Candelaria (Jul 23, 2025 09:51:29 MDT)07/23/2025xxxxxxxxxxxxxxxxx3253950.510310 ITT ERP/SVC CNTR07/24/2025 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME: CONTACT (A/C, No): FAX E-MAIL ADDRESS: PRODUCER (A/C, No, Ext): PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANYPROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT ER OTH- STATUTE PER LIMITS(MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) POLICY EFF POLICY NUMBERTYPE OF INSURANCELTR INSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY3/28/2025Preferred Ins. Services, Inc 4100 Monument Corner Dr., Suite 400 Fairfax VA 22030Certificate Department703-667-5940703-991-4838certs@preferins.comValley Forge Insurance20508VERTLLC-01Continental Casualty Company20443Vertosoft LLC 1602 VILLAGE MARKET BLVD SE STE 320 Leesburg VA 20175Continental Insurance Company35289Arch Specialty Insurance Company21199838707780AX2,000,000X1,000,00010,0002,000,0004,000,000XYY701302593612/1/202412/1/20254,000,000A1,000,000XXYY701302593612/1/202412/1/2025BXX6,000,000Y701302748912/1/2024Y12/1/20256,000,000X10,000CXNY701302747512/1/202412/1/20251,000,0001,000,0001,000,000DTech E&O/Cyber/Media LiabilityC-4LRC-103259-CYBER-20252/15/202512/1/2025Each Claim/Aggregate5,000,000Re: City of Santa Fe is Additional Insured with respect to General Liability, which includes on-going and completed operations, and Automobile Liability, regarding all work performed by the named insured. Primary and non-contributory wording applies to General Liability as required by written contract. Auto Insurance is primary (except for non-owned autos). Waiver of Subrogation in favor of Additional Insureds applies to General Liability, Automobile Liability, and Workers’ Compensation. Umbrella Liability follows form.City of Santa Fe 200 Lincoln Avenue Santa Fe NM 87504 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY- OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COMMON POLICY CONDITIONS The following is added to Paragraph H. Other Insurance and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. All other terms and conditions of the Policy remain unchanged. Page 1 of 1CNA80103XX 0914 6/1/2016http://formnet-ci.cna.com/npohtm/scn13510.htm 7013025936 G-15057-C (Ed. 06/05) COMMERCIAL UMBRELLA PLUS COVERAGE PART termination of this policy period; and (b) noVarious provisions in this policy restrict coverage. Read "authorized insured" first knows of this "bodilythe entire policy carefully to determine rights, duties and injury" or "property damage" until after thewhat is and is not covered. termination of this policy period, then such Throughout this policy the words "you" and "your" refer to first knowledge will be deemed to be during the Named Insured identified under SECTION Il – WHO IS this policy period. AN INSURED of this policy. b. "Bodily injury" or "property damage" which occurs The word "insured" means any person or organization during the policy period and was not, prior to the qualifying as such under SECTION Il – WHO IS AN policy period, known to have occurred by any INSURED. "authorized insured" includes any continuation, change or resumption of that "bodily injury" orThe words "we," "us" and "our" refer to the Company "property damage" after the end of the policyproviding this insurance. period. Other words and phrases that appear in quotation marks c. "Bodily injury" or "property damage" will be deemedhave special meaning. Refer to SECTION V – to have been known to have occurred at theDEFINITIONS. earliest time when any "authorized insured": SECTION I – COVERAGES (1) Reports all, or any part, of the "bodily injury" or 1. Insuring Agreement "property damage" to us or any other insurer; We will pay on behalf of the insured those sums in (2) Receives a written or verbal demand, claim or excess of "scheduled underlying insurance," "suit" for damages because of the "bodily "unscheduled underlying insurance" or the "retained injury" or "property damage"; or limit" that the insured becomes legally obligated to pay (3) Becomes aware by any other means thatas "ultimate net loss" because of "bodily injury," "bodily injury" or "property damage" has"property damage" or "personal and advertising injury" occurred or has begun to occur.to which this insurance applies. d. This insurance applies to "personal and advertisinga. This insurance applies to "bodily injury" and injury" caused by an "incident" committed"property damage" only if: anywhere in the world during the policy period. (1) The "bodily injury" or "property damage" is If we are prevented by law, statute or otherwise fromcaused by an "incident" anywhere in the paying on behalf of the insured, then we will indemnifyworld; the insured for those sums that the insured is legally (2) The "bodily injury" or "property damage" obligated to pay as "ultimate net loss" because of occurs during the policy period; and "bodily injury," "property damage" or "personal and advertising injury" to which this insurance applies. (3) With respect to "bodily injury" or "property damage" that continues, changes or resumes 2. Exclusions so as to occur during more than one policy This Insurance does not apply to:period, both of the following conditions are met: a. Expected or Intended Injury (i) Prior to the policy period, no "authorized "Bodily injury" or "property damage" expected or insured" knew that the "bodily injury" or intended from the standpoint of the insured. This "property damage" had occurred, in whole exclusion does not apply to "bodily injury" or in part; and resulting from the use of reasonable force to protect persons or property. This exclusion does(ii) During the policy period, an "authorized not apply to Employers Liability claims for "bodilyinsured" first knew that the "bodily injury" injury" covered by "scheduled underlyingor "property damage" had occurred, in insurance."whole or in part. b. Contractual LiabilityFor purposes of this Paragraph (1) a.(3) only, if (a) "bodily injury" or "property damage" that "Bodily injury," "property damage" or "personal occurs during this policy period does not and advertising injury" for which the insured is continue, change or resume after the obligated to pay damages by reason of the G-15057-C Page 1 of 17 (Ed. 06/05) 40020008970130274898946 7013027489 G-15057-C (Ed. 06/05) assumption of liability in a contract or agreement. However, this exclusion does not apply to This exclusion does not apply to liability for paragraphs 10. a., b. and c. of "personal and "ultimate net loss": advertising injury" under SECTION V – DEFINITIONS; (1) That the insured would have in the absence of the contract or agreement; or For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for (2) Because of "bodily injury" or "property you or others anywhere on the Internet, is not damage" assumed in a contract or agreement by itself, considered the business of that is an "insured contract," provided the advertising, broadcasting, publishing or "bodily injury" or "property damage" occurs telecasting. subsequent to the execution of the contract or agreement. (10) Arising out of an electronic chatroom or bulletin board the insured hosts, owns, or over c. "Personal and advertising injury" Exclusions which the insured exercises control; or "Personal and advertising injury": (11) Arising out of the unauthorized use of another's name or product in your e-mail(1) Caused by or at the direction of the insured address, domain name or metatag, or anywith the knowledge that the act would violate other similar tactics to mislead another'sthe rights of another and would inflict potential customers."personal and advertising injury"; d. Workers' Compensation and Similar Laws(2) Arising out of oral or written publication of material, if done by or at the direction of the Any obligation of the insured under a: insured with knowledge of its falsity; (1) Workers' compensation; (3) Arising out of oral or written publication of material whose first publication took place (2) Disability benefits; or before the beginning of the policy period; (3) Unemployment compensation (4) Arising out of a criminal act committed by or at law or any similar law.the direction of the insured; e. Employers Liability(5) Arising out of a breach of contract, except an implied contract to use another's advertising "Bodily injury" to: idea in your "advertisement"; (1) An employee of the insured arising out of and (6) Arising out of the failure of goods, products or in the course of: services to conform with any statement of (a) Employment by the insured; orquality or performance made in your "advertisement"; (b) Performing duties related to the conduct of the insured's business; or(7) Arising out of the wrong description of the price of goods, products or services stated in (2) The spouse, child, parent, brother or sister of your "advertisement"; that employee as a consequence of (1) above.(8) Arising out of the infringement of copyright, patent, trademark, trade secret or other This exclusion applies: intellectual property rights; (1) Whether the insured may be liable as an However, this exclusion does not apply to employer or in any other capacity; and infringement, in your "advertisement," of (2) To any obligation to share damages with orcopyright, trade dress or slogan; repay someone else who must pay damages (9) Committed by an insured whose business is: because of the injury. (a) Advertising, broadcasting, publishing or This exclusion does not apply: telecasting; (1) To liability assumed by the insured under an (b) Designing or determining content of "insured contract"; or websites for others; or (2) Only to the extent that coverage is provided (c) An Internet search, access, content or by "scheduled underlying insurance." service provider; G-15057-C Page 2 of 17 (Ed. 06/05) G-15057-C (Ed. 06/05) f. Pollution from the covered "automobile" to the place where they are finally: (1) "Bodily injury" or "property damage" arising out of the actual, alleged or threatened (i) Delivered; discharge, dispersal, seepage, migration, (ii) Disposed of; orrelease or escape of "pollutants": (iii) Abandoned(a) At or from any premises, site or location which is or was at any time owned or by the insured. occupied by, or rented or loaned to, any Subparagraphs (a) and (d)(i) do not apply toinsured; "bodily injury" or "property damage" arising (b) At or from any premises, site or location out of heat, smoke or fumes from a hostile which is or was at any time used by or for fire. any insured or others for the handling, As used in this exclusion, a hostile fire meansstorage, disposal, processing or treatment one which becomes uncontrollable or breaksof waste; out from where it was intended to be. (c) Which are or were at any time Subparagraph (d)(i) does not apply to "bodilytransported, handled, stored, treated, injury" or "property damage" arising out of thedisposed of, or processed as waste by or escape of fuels, lubricants, or other operatingfor any insured or any person or fluids which are needed to perform the normalorganization for whom you may be legally electrical, hydraulic or mechanical functionsresponsible; or necessary for operation of "mobile equipment" (d) At or from any premises, site or location or its parts, if such fuels, lubricants or other on which any insured or any contractors operating fluids escape from a vehicle part or subcontractors working directly or designed to hold, store or receive them. This indirectly on any insured's behalf are exception does not apply if the "bodily injury" performing operations: or "property damage" arises out of the intentional discharge, dispersal or release of(i) If the "pollutants" are brought on or to the fuels, lubricants or other operating fluids,the premises, site or location in or if such fuels, lubricants or other operatingconnection with such operations by fluids are brought on or to the premises, sitesuch insured, contractor or or location with the intent that they besubcontractor; or discharged, dispersed or released as part of (ii) If the operations are to test for, the operations being performed by such monitor, clean up, remove, contain, insured, contractor or subcontractor. treat, detoxify or neutralize, or in any Subparagraph (e)(iii) does not apply to fuels,way respond to, or assess the effects lubricants, fluids, exhaust, gases or otherof "pollutants." similar "pollutants" that are needed for or (e) That are, or that are contained in property result from the normal electrical, hydraulic or that is: mechanical functioning of the covered "automobile" or its parts if the "pollutants" (i) Being transported or towed by, or escape or are discharged, dispersed or handled for movement into, onto or released directly from an "automobile" part from a covered "automobile"; designed by its manufacturer to hold, store, receive or dispose of such "pollutants."(ii) Otherwise in the course of transit; Subparagraphs (f) and (g) do not apply if the(iii)Being stored, disposed of, treated or "pollutants" or property in which theprocessed in or upon the covered "pollutants" are contained are upset,"automobile"; overturned or damaged as a result of the (f) Before the "pollutants" or property in maintenance or use of a covered "automobile" which the "pollutants" are contained are and the discharge, dispersal, release or moved from the place where they are escape of the "pollutants" is caused directly accepted by the insured for movement by such upset, overturn or damage. into or onto the covered "automobile"; or (2) "Personal and advertising injury" arising out of (g) After the "pollutants" or property in which the actual, alleged or threatened discharge, the "pollutants" are contained are moved dispersal, seepage, migration, release or escape of "pollutants" at any time. G-15057-C Page 3 of 17 (Ed. 06/05) 40020008970130274898947 G-15057-C (Ed. 06/05) (3) Any loss, cost or expense arising out of any: This exclusion applies even if the claims against any insured allege negligence or other wrongdoing (a) Request, demand or order that any in the supervision, hiring, employment, training, or insured or others test for, monitor, clean monitoring of others by that insured, if the up, remove, contain, treat, detoxify or "incident" which caused the "bodily injury" or neutralize, or in any way respond to, or "property damage" involved the ownership, assess the effects of "pollutants"; or maintenance, use or entrustment to others of any "aircraft" that is owned or operated by or rented or(b) Claim or "suit" by or on behalf of a loaned to any insured.governmental authority for damages because of testing for, monitoring, i. War cleaning up, removing, containing, treating, detoxifying or neutralizing, or in Any liability arising out of: any way responding to, or assessing the (1) War, including undeclared or civil war;effects of "pollutants." (2) Warlike action by a military force, includingg. Watercraft action in hindering or defending against an "Bodily injury" or "property damage" arising out of actual or expected attack, by any the: government, sovereign or other authority using military personnel or other agents; or (1) Ownership; (3) Insurrection, rebellion, revolution, usurped (2) Maintenance; power, or action taken by governmental authority in hindering or defending against(3) Use; or any of these. (4) Entrustment to others j. Damage to Property of a "watercraft" owned or operated by or rented or "Property damage" to:loaned to an insured. Use includes operation or "loading or unloading." (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or anyThis exclusion applies even if the claims against other person, organization or entity, for repair,any insured allege negligence or other wrongdoing replacement, enhancement, restoration orin the supervision, hiring, employment, training, or maintenance of such property for any reason,monitoring of others by that insured, if the including prevention of injury to a person or"incident" which caused the "bodily injury" or damage to another's property;"property damage" involved the ownership, maintenance, use or entrustment to others of any (2) Premises you sell, give away or abandon, if watercraft that is owned or operated by or rented the "property damage" arises out of any part or loaned to any insured. of those premises; This exclusion does not apply to: (3) Property loaned to you; (1) A "watercraft" while ashore on premises you (4) Personal property in the care, custody or own or rent; control of the insured; (2) A "watercraft" you do not own that is: (5) That particular part of real property on which you or any contractors or subcontractors(a) Less than 55 feet long; and working directly or indirectly on your behalf (b) Not being used to carry persons or are performing operations, if the "property property for a charge; or damage" arises out of those operations; or (3) Liability assumed under an "insured contract" (6) That particular part of any property that must for the ownership, maintenance or use of be restored, repaired or replaced because "watercraft." "your work" was incorrectly performed on it. h. Aircraft Paragraph (2) of this exclusion does not apply if the premises are "your work" and were neverThe ownership, maintenance, operation, use, occupied, rented or held for rental by you.entrustment to others or "loading or unloading" of any "aircraft": Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack(1) Owned by an insured; or agreement. (2) Chartered without crew by an insured or on an insured's behalf. G-15057-C Page 4 of 17 (Ed. 06/05) G-15057-C (Ed. 06/05) Paragraph (6) of this exclusion does not apply to q. Uninsured/Underinsured Motorist and Similar "property damage" included in the "products- Laws completed operations hazard." Liability imposed on the insured under an k. Damage to your Product uninsured/underinsured motorist law, a personal injury protection law, a reparations benefit law or "Property damage" to "your product" arising out of other similar law. it or any part of it. r. Electronic Data l. Damage to you Work Any liability arising out of the loss of, loss of use "Property damage" to "your work" arising out of it of, damage to, corruption of, inability to access, or or any part of it and included in the "products- inability to manipulate "electronic data." completed operations hazard." s. Nonemployment Related Discrimination This exclusion does not apply if the damaged work or the work out of which the damage arises To any alleged or actual nonemployment related was performed on your behalf by a subcontractor. discrimination committed intentionally against a person. m. Damage to Impaired Property or Property Not Physically Injured t. Asbestos "Property damage" to "impaired property" or (1) "Bodily Injury," "property damage" or property that has not been physically injured, "personal and advertising injury" arising out of arising out of: the actual, alleged or threatened exposure at any time to "asbestos"; or (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) Any loss, cost or expense that may be awarded or incurred: (2) A delay or failure by you or anyone acting on your behalf to perform a contract or (a) By reason of a claim or "suit" for any such agreement in accordance with its terms. injury or damage; or This exclusion does not apply to the loss of use of (b) In complying with a governmental other property arising out of sudden and direction or request to test for, monitor, accidental physical injury to "your product" or clean up, remove, contain or dispose of "your work" after it has been put to its intended "asbestos." use. u. Fungi and Microbes n. Recall of Products, Work Or Impaired Property (1) "Bodily injury," "property damage" or Damages claimed for any loss, cost or expense "personal and advertising injury," which would incurred by you or others for the loss of use, not have occurred, in whole or in part, but for withdrawal, recall, inspection, repair, replacement, the actual, alleged or threatened inhalation of, adjustment, removal or disposal of: ingestion of, contact with, exposure to, existence of, or presence of any "fungi or (1) "Your product"; microbes"; or (2) "Your work"; or (2) Any loss, cost, or expense arising out of the testing for, monitoring, cleaning up, removing,(3) "Impaired property"; containing, treating, detoxifying, neutralizing, if such product, work, or property is withdrawn or remediating, or disposing of, or in any way recalled from the market or from use by any responding to or assessing the effects of person or organization because of a known or "fungi or microbes" by any insured or by suspected defect, deficiency, inadequacy or anyone else. dangerous condition in it. This exclusion applies regardless of any other o. E.R.I.S.A. cause or event that contributes concurrently or in any sequence to such injury or damage, loss, costLiability for alleged or actual violations of the or expense.Employees Retirement Income Security Act of 1974 or any amendments or additions thereto. v. Silica p. Directors and Officers (1) "Bodily injury" arising in whole or in part out of the actual, alleged or threatened respiration orLiability for a wrongful act, error, omission or ingestion at any time of "silica;" orbreach of duty by an insured in the performance of the office of director or officer of an organization. G-15057-C Page 5 of 17 (Ed. 06/05) 40020008970130274898948 G-15057-C (Ed. 06/05) (2) "Personal and advertising injury" or "property To the extent that this insurance applies to an damage" arising in whole or in part out of the "automobile" or "mobile equipment" it is further actual, alleged or threatened presence of subject to the pollution exclusion, exclusion f. of "silica." this policy. w. Named Insured vs. Named Insured Use includes operation or "loading or unloading." Any liability arising out of claims or "suits" by a bb. Do Not Call named insured against another named insured. Any liability arising directly or indirectly out of any x. Employment Related Practices action or omission that violates or is alleged to violate: Any liability arising out of: (1) The Telephone Consumer Protection Act (1) A refusal to employ; (TCPA), including any amendment of or addition to such law; or(2) Termination of employment; (2) The CAN-SPAM Act of 2003, including any(3) Demotion, evaluation, reassignment, amendment of or addition to such law; ordiscipline; (3) Any statute, ordinance or regulation, other(4) Coercion, defamation, discrimination, than the TCPA or the CAN-SPAM Act of 2003,harassment or humiliation; or that prohibits or limits the sending, any other employment related practices, policies, transmitting, communicating or distribution of acts or omissions. material or information. y. Terrorism Limitation SECTION Il – WHO IS AN INSURED "Bodily injury" or "property damage" arising out of 1. Named Insured means any individual or organization any act of terrorism, unless, and then only to the stated in the Declarations of this policy and if you are extent that coverage is provided by "scheduled designated in the Declarations of this policy as: underlying insurance." a. An individual, you and your spouse, but only with z. Liquor Liability Limitation respect to the conduct of a business of which you are the sole owner."Bodily injury" or "property damage" for which an insured may be held liable by reason of: If you are designated in the Declarations of this policy as an individual, this policy shall not apply(1) Causing or contributing to the intoxication of to liability arising out of your domestic or non-any person; business activities. This does not apply to the (2) The furnishing of alcoholic beverages to a ownership, maintenance, use or "loading or person under the legal drinking age or under unloading" of any "automobile," or to the Personal the influence of alcohol; or Umbrella Liability Coverage Part. (3) Any statute, ordinance or regulation relating to b. A partnership or joint venture, you and your the sale, gift, distribution or use of alcoholic members, your partners, and their spouses, but beverages; only with respect to the conduct of your business. unless, and then only to the extent that coverage No person or organization is an insured with is provided by "scheduled underlying insurance." respect to the conduct of any current or past partnership or joint venture that is not shown as aaa. Auto and Mobile Equipment Limitation Named Insured in the Declarations. Any liability arising out of the: c. An organization other than a partnership or joint (1) Ownership; venture, you and your executive officers and directors, but only with respect to their duties as (2) Maintenance; your officers or directors. Your stockholders are also named insureds, but only with respect to their(3) Use; or liability as stockholders. (4) Entrustment to others d. A limited liability company, you and your of an "automobile" or "mobile equipment" owned members, but only with respect to the conduct of or operated by or rented or loaned to an insured your business. Your managers are also named unless, and then only to the extent that coverage insureds but only with respect to their duties as is provided by "scheduled underlying insurance." your managers. G-15057-C Page 6 of 17 (Ed. 06/05) G-15057-C (Ed. 06/05) No person or organization is an insured with you, any of your employees, "volunteer respect to the conduct of any current or past workers" any partner or member (if you are a limited liability company that is not shown as a partnership or joint venture) or any member (if Named Insured in the Declarations. you are a limited liability company). e. A corporation or organization, other than b. A person or organization for whom you are partnerships, joint ventures or limited liability required, by virtue of a written contract entered companies, that you form, acquire or gain control into prior to the "bodily injury," "property damage" of during the policy period, but only with respect to or "personal and advertising injury" occurring or "bodily injury," "property damage" or "personal and being committed, to provide the insurance that is advertising injury" taking place after you form, afforded by this policy. This insurance applies only acquire or gain control of such corporation or with respect to operations by you or on your behalf organization. or to facilities you own or use, but only to the extent of the limits of insurance required by such 2. Insured means the Named Insured and: contract, not to exceed the limits of insurance in this policy.a. Your "volunteer workers" only while performing duties related to the conduct of your business, or c. Any other persons or organizations included as an your employees, other than your executive officers insured under the provisions of the "scheduled and directors (if you are an organization other than underlying insurance" shown in the Declarations a partnership, joint venture or limited liability of this policy and then only for the same coverage, company) or your members (if you are a limited except for limits of insurance, afforded under such liability company ) but only for acts within the "scheduled underlying insurance." scope of their employment by you or while performing duties related to the conduct or your However, If a blanket additional insured business. However, none of these employees or endorsement is attached to the general liability "volunteer workers" is an insured for: "scheduled underlying insurance" pursuant to a written or oral contract or agreement between you (1) "Bodily injury" or "personal and advertising and another person or organization (called injury": additional insured), this insurance is excess over such insurance provided to the additional insured(a) To you; to your partners or members (if subject to the following conditions:you are a partnership or joint venture) to your members (if you are a limited liability (1) If the limits specified in the written contract or company) or to a co-employee while in agreement are less than the limits provided by the course of his or her employment or the "scheduled underlying insurance," then no performing duties related to the conduct coverage is provided to the additional insured of your business, or to your other under this policy. "volunteer workers" while performing duties related to the conduct of your (2) If the limits specified in the written contract or business; agreement are greater than the limits provided by the "scheduled underlying insurance," then (b) To the spouse, child, parent, brother or this insurance is excess over the insurance sister of that co-employee or "volunteer provided by the "scheduled underlying worker" as a consequence of Paragraph insurance." The limits of insurance for the (1)(a) above; additional insured are the lesser of: (c) For which there is any obligation to share (i) The limits specified in the written contract; damages with or repay someone else or who must pay damages because of the injury described in Paragraphs (1)(a) or (ii) The limits of the "scheduled underlying (b) above; or insurance" plus the limits of this policy. (d) Arising out of his or her providing or SECTION Ill – LIMITS OF INSURANCE failing to provide professional health care 1. The Limits of Insurance shown in the Declarations andservices. the rules below fix the most we will pay regardless of (2) "Property damage" to property: the number of: (a) Owned, occupied or used by; a. Insureds; (b) Rented to, in the care, custody or control b. Claims made or "suits" brought; or, or over which physical control is being c. Persons or organizations making claims orexercised for any purpose by bringing "suits." G-15057-C Page 7 of 17 (Ed. 06/05) 40020008970130274898949 G-15057-C (Ed. 06/05) d. "Automobiles," "aircraft" or "watercraft" to which than 12 months. In that case, the additional period will this policy applies; or be deemed part of the last preceding period for purposes of determining the limits of insurance. e. Coverages under which loss is insured in this policy. SECTION IV – CONDITIONS 2. The limit of insurance shown in the Declarations as the 1. Financial Impairment Aggregate Limit is the most we will pay for the sum of Bankruptcy, rehabilitation, receivership, liquidation orall "ultimate net loss," to which this insurance applies other financial impairment of you or an "underlyingand applies separately to all "ultimate net loss": insurer" shall neither relieve nor increase any of our a. Included in the "products-completed operations obligations under this policy. hazard"; In the event there is diminished recovery or no b. To which, and in the same manner, an aggregate recovery available to you as a result of such financial limit applies under "scheduled underlying impairment of an insurer providing "scheduled insurance" other than "ultimate net loss" included underlying insurance," the coverage under this policy in the "products-competed operations hazard"; shall apply only in excess of the limits of insurance and stated in the "scheduled underlying insurance." Under no circumstances shall we be required to drop down c. To which no "scheduled underlying insurance" and replace the limits of insurance, or assume the applies. obligations of a financially impaired insurer. The Aggregate Limit does not apply to "ultimate net 2. Duties of the Insured loss" for which no aggregate limit applies in the "scheduled underlying insurance." a. In the event of an "incident" which has not resulted in a claim or suit. 3. Subject to 2. above, the limit of insurance shown in the Declarations as the Each Incident limit is the most we Whenever you have information of an "incident" will pay for the sum of all "ultimate net loss" to which which involves injuries or damages likely to this insurance applies arising arising out of any one involve this policy, written notice shall be given by "incident." or for you to us or to our authorized agent as soon as practicable. The notice shall contain: 4. In the event of reduction or exhaustion of the aggregate limits of insurance under "scheduled (1) Particular information sufficient to identify the underlying insurance" solely by reason of payments of insured; a combination of covered: (2) Such information as can be reasonably a. Expenses; obtained with respect to time, place and circumstances of the occurrence or offense; b. Settlements; or and c. Judgments (3) Names and addresses of the insured and of available witnesses.paid thereunder as a result of "bodily injury," property damage" or "personal and advertising injury" taking b. In the Event of Claims or Suit place during this policy period, this policy shall, subject to this limit of insurance provision and to the remaining You shall provide us with written notice as soon as terms and provisions and conditions of this policy: practicable whenever: a. Apply in excess of such reduction of "scheduled (1) A claim is made or "suit" is brought against underlying insurance"; or you; b. Apply in place of the exhausted amount of (2) You receive notice that a right to bring claim "scheduled underlying insurance." or "suit" against you will be asserted; or Nothing in a. or b. above shall serve to increase the (3) You obtain information that the obligation of limits of insurance shown in the Declarations. "underlying insurers" to: 5. The limits of this policy shall apply separately to: (a) Investigate; a. Each consecutive annual period; and (b) Defend; b. Remaining periods of less than 12 months; (c) Pay on behalf of; or starting with the beginning of the policy period shown (d) Indemnify in the Declarations, unless the policy period is you has ceased.extended after issuance for an additional period of less G-15057-C Page 8 of 17 (Ed. 06/05) G-15057-C (Ed. 06/05) Every demand, notice, summons, amended brought. However, the inclusion of more than one complaint or other process received by you or insured shall not operate to increase the limits of your representative shall be forwarded with each insurance. notice. 8. Annual Rating 3. Legal Action Against Us If this policy is issued for a period in excess of one No legal action shall be brought against us unless you year, the premium may be revised on each annual have fully complied with all the terms of this policy and anniversary in accordance with our rates and rules in the amount of your obligation to pay has been finally effect at that time. determined either by: 9. "Scheduled Underlying Insurance" a. Judgment against you after actual trial; or Material change in premium for "scheduled underlying b. Written agreement between us, you and the insurance" shall be promptly reported to us. Premium claimant. for this policy may be adjusted to reflect changes in underlying insurance in accordance with our manuals 4. Other Insurance in effect at the time of the change. This insurance is excess over and will not contribute 10. Maintenance of "Scheduled Underlying Insurance" with any other insurance available to the insured whether such other insurance is stated to be primary, While this policy is in force you agree that the policies contributory, excess, contingent or otherwise. This listed in the Declarations as "scheduled underlying condition does not apply to insurance purchased insurance" and their renewals and replacements shall specifically to apply in excess of this insurance. be maintained, without alterations of terms or conditions, in full effect during the term of this policy; 5. Premium Audit except for reduction or exhaustion of the aggregate limits of insurance in the "scheduled underlyinga. We will compute all premiums for this policy in insurance," provided that such reduction or exhaustionaccordance with our rules and rates. is solely the result of "incidents" taking place during b. If the premium is shown in the Declarations as flat, this policy period, and not before. If you fail to maintain the premium for this policy is not subject to "scheduled underlying insurance," this condition shall adjustment. not invalidate this policy. However, in the event of such failure, we will only be liable to the same extentc. If the premium is shown in the Declarations as as if you had complied with this condition.adjustable, the premium shown as the advance premium is a deposit premium only. At the close of 11. Appeals each audit period we will compute the earned If you or your "underlying insurers" elect not to appealpremium for that period. Audit premiums are due a judgment in excess of the limits of insuranceand payable on notice to the first Named Insured afforded by the:shown in the Declarations. If the sum of the advance and audit premiums paid for the policy a. "Scheduled underlying insurance"; term are greater than the earned premium, we will return the excess, subject to the minimum b. "Unscheduled underlying insurance"; or premium, to the first Named Insured shown in the c. "Retained limit";Declarations. we may elect to appeal. Our limit of liability shall notd. The first Named Insured shown in the be increased because of such appeal. We will,Declarations must keep records of the information however, pay the following costs and expenses:we need for premium computation, and send us copies at such times as we request. a. All premium bonds to release attachments for an amount not in excess of the applicable limit of6. Nonrenewal liability of this policy; If we decide not to renew this policy, we will mail or b. All premiums on appeal bonds required in suchdeliver to the first Named Insured shown in the defended "suit," but without obligation to apply forDeclarations written notice of the nonrenewal not less or furnish such bonds;than 30 days before the expiration date. c. Court fees;If notice is mailed, proof of mailing will be sufficient proof of notice. d. Costs and expenses taxed against you by the appellate court and interest accruing after entry of7. Severability of Interests a judgment against you and before we have: The insurance afforded applies separately to each (1) Paid;insured against whom claim is made or "suit" is G-15057-C Page 9 of 17 (Ed. 06/05) 40020008970130274898950 G-15057-C (Ed. 06/05) (2) Offered to pay; or such payments in full if the insured first named fails to pay the amount due within 30 days after we give (3) Deposited in court written notice or demand. the part of the judgment that is within the 15. Trade Sanctions applicable limit of insurance. Where the "underlying insurers" terminate their liability to pay In accordance with laws and regulations of the United interest on the judgment by an offer to pay their States concerning economic and trade embargoes, limits, you shall demand that such limits be paid. If this policy is void ab initio (void from its inception) with the appeal is successful, such amounts not respect to any term or condition of this policy that obligated to be paid shall be returned to such violates any laws or regulations of the United States "underlying insurer." concerning economic and trade embargoes including, but not limited to the following: 12. Subrogation a. Any insured, or any person or entity claiming the In the case of any payments by us under the benefits of an insured, who is or becomes a coverages of this policy, we shall be subrogated to all Specially Designated National or Blocked Person rights of recovery against any other party which you or who is otherwise subject to U.S. economic or may have and will cooperate with you and all other trade sanctions; interests. Amounts recovered shall be apportioned in the following order: b. Any claim or "suit" that is brought in a Sanctioned Country or by a Sanctioned Country Government, a. Amounts paid in excess of the payments under where any action in connection with such claim or this policy shall first be reimbursed up to the "suit" is prohibited by U.S. economic or trade amount paid by those, including you, who made sanctions; such payments; c. Any claim or "suit" that is brought by any Specially b. We are then to be reimbursed up to the amount Designated National or Blocked Person or any we paid; person or entity who is otherwise subject to U.S. economic or trade sanctions;c. Any remainder shall be available to the interests of those over whom this coverage is in excess and d. Property that is located in a Sanctioned Country or who are entitled to claim such remainder. that is owned by, rented to or in the care, custody or control of a Sanctioned Country Government,Expenses necessary to the recovery of such amounts where any activities related to such property areshall be divided between the interests concerned, prohibited by U.S. economic or trade sanctions; orincluding you, in the ratio of their respective recoveries as finally settled. e. Property that is owned by, rented to or in the care, custody or control of a Specially Designated13. Settlement of Claims or Suit National or Blocked Person, or any person or We may pay, but are not obligated to pay, any part or entity who is otherwise subject to U.S. economic all of the amount of the "retained limit" to effect or trade sanctions. settlement of a claim or "suit." Upon notification of the As used in this policy a Specially Designated Nationalaction taken you shall promptly reimburse us for such or Blocked Person is any person or entity that is on thepart of the "retained limit" that we had paid. All named list of Specially Designated Nationals and Blockedinsureds are jointly and severally responsible for our Persons issued by the U.S. Treasury Department'sreimbursement and agree to make such Office of Foreign Asset Control (O.F.A.C.) as it may bereimbursement within 30 days after we give you from time to time amended.written notice or demand for payment. As used in this policy a Sanctioned Country is any14. Sole Agent country that is the subject of trade or economic The insured first named in the Declarations is embargoes imposed by the laws or regulations of the authorized to act on behalf of all named insureds and United States of America. other insureds with respect to: SECTION V – DEFINITIONS a. The giving and receiving of notice of cancellation; 1. "Advertisement" means a notice that is broadcast orand published to the general public or specific market b. Receiving return premium that may be payable segments about your goods, products or services for under this policy. the purpose of attracting customers or supporters. For the purposes of this definitionThe insured first named in the Declarations is responsible for the payment of premiums, but the other named Insureds jointly and severally agree to make G-15057-C Page 10 of 17 (Ed. 06/05) G-15057-C (Ed. 06/05) a. Notices that are published include material placed indemnification of a municipality in connection with on the Internet or on similar electronic means of work performed for a municipality) under which communication; and you assume the tort liability to pay damages because of "bodily injury" or "property damage" to b. Regarding websites, only that part of a website a third person or organization, if the contracts or that is about your goods or services for the agreements are made prior to the "bodily injury" or purposes of attracting customers or supporters is "property damage." considered an advertisement. Tort liability means liability that would be imposed 2. "Automobile" means by law in the absence of contracts or agreements. a. A land motor vehicle, trailer or semitrailer An "insured contract" does not include that part of a designed for travel on public roads; including any contract or agreement: attached machinery or equipment; or a. That indemnifies an architect, engineer or b. Any other land vehicle that is subject to a surveyor for an injury or damages arising out of: compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is (1) Preparing, approving or failing to prepare or licensed or principally garaged. approve: However, "automobile" does not include "mobile (a) Maps; equipment." (b) Drawings; 3. "Bodily injury" means bodily injury, sickness or (c) Opinions;disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by (d) Reports; that person at any time which results as a (e) Surveys;consequence of the bodily injury, sickness or disease. (f) Change orders;4. "Aircraft" means a vehicle designed to transport persons or property in the air. (g) Designs; or 5. "Impaired property" means tangible property, other (h) Specifications; or than "your product" or "your work," that cannot be used (2) Giving directions or instructions, or failing toor is less useful because: give them, if that is the primary cause of the a. It incorporates "your product" or "your work" that is injury or damage; known or thought to be defective, deficient, b. Under which the insured, if an architect, engineerinadequate or dangerous; or or surveyor, assumes liability for injury or damage b. You have failed to fulfill the terms of a contract or arising out of the insured's rendering or failure to agreement; render professional services, including those listed in a.(1) above and supervisory, inspection orif such property can be restored to use by: engineering services; or a. The repair, replacement, adjustment or removal of c. That indemnifies a person or organization for"your product" or "your work"; or damage by fire to premises rented or loaned to an b. Your fulfilling the terms of the contract or insured. agreement. 7. "Loading or unloading" means the handling of 6. "Insured contract" means: property: a. A lease of premises; a. After it is moved from the place where it is accepted for movement into or onto an "aircraft,"b. A sidetrack agreement; "watercraft" or "automobile"; c. An easement or license agreement, except in b. While it is in or on an "aircraft," "watercraft" orconnection with construction or demolition "automobile"; oroperations on or within 50 feet of a railroad; c. While it is being moved from an "aircraft,"d. An indemnification of a municipality as required by "watercraft" or "automobile" to the place where it isordinance, except in connection with work for a finally delivered;municipality; but "loading or unloading" does not include thee. An elevator maintenance agreement; or movement of property by means of a mechanical f. The part of other contracts or agreements device, other than a hand truck, that is not attached to pertaining to your business (including an the "aircraft," "watercraft" or "automobile." G-15057-C Page 11 of 17 (Ed. 06/05) 40020008970130274898951 G-15057-C (Ed. 06/05) 8. "Mobile equipment" means any of the following types compulsory or financial responsibility law or other of land vehicles, including any attached machinery or motor vehicle insurance law are considered equipment: "automobiles" a. Bulldozers, farm machinery, forklifts and other 9. "Incident" vehicles designed for use principally off public a. With respect to "bodily injury" and "propertyroads; damage," "incident" means an occurrence. An b. Vehicles that travel on crawler treads; occurrence means an accident, including continuous or repeated exposure to substantially c. Vehicles maintained for use solely on or next to the same general harmful conditions. premises you own or rent; b. With respect to "personal and advertising injury," d. Vehicles, whether self-propelled or not, "incident" means an offense arising out of your maintained primarily to provide mobility to business. permanently mounted: 10. "Personal and Advertising Injury" means injury, (1) Power cranes, shovels, loaders, diggers or including consequential "bodily injury," arising out of drills; or one or more of the following offenses: (2) Road construction or resurfacing equipment a. False arrest, detention or imprisonment; such as graders, scrapers or rollers; b. Malicious prosecution or abuse of process; e. Vehicles not described in a., b., c. or d. above that are not self-propelled and are maintained primarily c. Wrongful eviction from, wrongful entry into, or the to provide mobility to permanently attached invasion of the right of private occupancy of a equipment of the following types: room, dwelling or premises that a person occupies committed by or on behalf of its owner, landlord or (1) Air compressors, pumps, and generators, lessor; including spraying, welding, building cleaning, geophysical exploration, lighting and well d. Discrimination, unless such insurance is servicing equipment; or prohibited by law; (2) Cherry pickers and similar devices used to e. Oral or written publication, in any manner, of raise or lower workers; material that slanders or libels a person or organization or disparages a person's or f. Vehicles not described in a., b., c. or d. above organization's goods, products or services; maintained primarily for purposes other than the transportation of persons or cargo. f. Oral or written publication, in any manner, of material that violates a person's right of privacy; However, self-propelled vehicles with the following type of permanently attached equipment are not g. The use of another's advertising idea in your "mobile equipment" but will be considered "advertisement;" "automobiles": h. Infringing upon another's copyright, trade dress or (1) Equipment designed primarily for: slogan in your "advertisement." (a) Snow removal ; 11. a. "Products-completed operations hazard" includes "bodily injury" and "property damage" (b) Road maintenance, but not construction occurring away from premises an insured owns or or resurfacing; or rents and arising out of "your product" or "your work" except:(c) Street cleaning; (1) Products in your physical possession; or(2) Cherry pickers and similar devices mounted on "automobiles" or truck chassis and used to (2) Work not yet completed or abandoned. raise or lower workers; and b. "Your work" will be deemed completed at the (3) Air compressors, pumps and generators, earliest of the following: including spraying, welding, building cleaning, geophysical exploration, lighting and well (1) When all work called for in the "insured servicing equipment. contract" has been completed; However, "mobile equipment" does not include any (2) When all of the work to be done at the site land vehicles that are subject to a compulsory or has been completed if the "insured's contract" financial responsibility law or other motor vehicle calls for work at more than one site; or insurance law in the state where it is licensed or principally garaged. Land vehicles subject to a G-15057-C Page 12 of 17 (Ed. 06/05) G-15057-C (Ed. 06/05) (3) When that part of the work done at a job site 14. "Your product" means: has been put to its intended use by a person a. Any goods or products, other than real property,or organization other than another contractor manufactured, sold, handled, distributed oror subcontractor working on the same project. disposed of by:Work that may need: (1) You;(a) Service; (2) Others trading under your name; or(b) Maintenance; (3) A person or organization whose business or(c) Correction; assets you have acquired; and (d) Repair; or b. Containers (other than vehicles), materials, parts (e) Replacement; or equipment furnished in connection with such goods or products. but which is otherwise complete, will be treated as completed. "Your product" includes warranties or representations made with respect to the fitness, quality, durability, c. This hazard does not include "bodily injury" or performance or use of "your product" and the providing "property damage" arising out of: of or failure to provide warnings or instructions. (1) The transportation of property, unless the "Your product" does not include vending machines or injury or damage arises out of a condition in or other property rented to or located for the use of others on a vehicle created by the "loading or but not sold. unloading" of it; or 15. "Your work" means: (2) The existence of: a. Work or operations performed by you or on your (a) Tools; behalf; and (b) Uninstalled equipment; or b. Materials, parts or equipment furnished in connection with such work or operations.(c) Abandoned or unused materials. "Your work" includes warranties or representations12. "Property damage" means: made with respect to the fitness, quality, durability, a. Physical injury to tangible property, including all performance or use of "your work" and the providing of resulting loss of use of that property. All such loss or failure to provide warnings or instructions. of use shall be deemed to occur at the time of the 16. "Retained limit" means the amount stated as such inphysical injury that caused it; or the Declarations. The "retained limit" is retained and b. Loss of use of tangible property that is not payable by the insured as respects all "incidents" not physically injured. All such loss shall be deemed covered by "scheduled underlying insurance" or by to occur at the time of the occurrence that caused "unscheduled underlying insurance." it. 17. "Scheduled underlying insurance" means the For the purposes of this insurance, "electronic data" is insurance policies listed in the Schedule of Underlying not tangible property. Insurance including renewal or replacement of such contracts which are not more restrictive than those13. "Suit" means a civil proceeding in which damages listed in the aforementioned Schedule of Underlyingbecause of: Insurance. a. "Bodily injury"; 18. "Ultimate net loss" b. "Property damage"; or a. "Ultimate net loss" means the actual damages the c. "Personal and advertising injury"; insured is legally obligated to pay, either through: to which this insurance applies are alleged. "Suit" (1) Final adjudication on the merits; or includes: (2) Through compromise settlement with our a. An arbitration proceeding alleging such damages written consent or direction; to which you must submit with our consent; or because of "incident(s)" covered by this policy. b. Any other alternative dispute resolution However, it includes the above mentioned sumsproceeding in which such damages are claimed only after deducting all other recoveries andand to which you submit with our consent. salvages. G-15057-C Page 13 of 17 (Ed. 06/05) 40020008970130274898952 G-15057-C (Ed. 06/05) b. "Ultimate net loss" does not include the following: systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing (1) Costs or expenses related to: devices or any other media which are used with electronically controlled equipment.(a) Litigation, 24. "Pollutants" means any solid, liquid, gaseous or(b) Settlement; thermal irritant or contaminant, including smoke, (c) Adjustment; or vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled,(d) Appeals; reconditioned or reclaimed. nor costs or expenses incident to the same 25. "Fungi or microbes" means:which an "underlying insurer" has paid, incurred or is obligated to pay to or on behalf a. Any form of fungus, yeast, mold, mildew, or of the insured; mushroom, including mycotoxins, spores, scents, byproducts or other substances produced or(2) Pre-judgment interest; released by fungi; and (3) Office costs and expenses and salaries and b. Any bacteria, virus, or any other non-fungal, singleexpenses of the employees of an insured; celled or colony-form organism, including any (4) Our office costs and expenses and salaries of toxins, scents, byproducts or other substances it our employees; or produces or releases, whose injurious source is in or on a building or its contents.(5) General retainer and/or monitoring fees of counsel retained by the insured. But "fungi and microbes" does not include fungi that were deliberately grown for human consumption,19. "Underlying insurer" means an insurer whose policy microbes that were transmitted directly from person tocovers "bodily injury," "property damage" or "personal person, or microbes that caused food poisoning, ifand advertising injury" also covered by this policy but your business is food processing, sales, or serving.does not include insurers whose policies were purchased specifically to be in excess of this policy. It 26. "Silica" means the chemical compound silicon dioxide includes all insurers providing: (SiO2) in any form, including dust which contains "silica."a. "Unscheduled underlying insurance"; and 27. "Asbestos" means the mineral in any form whether orb. "Scheduled underlying insurance." not the asbestos was at any time: 20. "Unscheduled underlying insurance" a. Airborne as a fiber, particle or dust; a. "Unscheduled underlying insurance" means b. Contained in or formed a part of a product,insurance policies available to an insured, structure or other real or personal property;whether: c. Carried on clothing;(1) Primary; d. Inhaled or ingested; or(2) Excess; e. Transmitted by any other means.(3) Excess-contingent; or 28. "Volunteer worker" means a person who is not your(4) Otherwise; employee, and who donates his or her work and acts except the policies listed in the Schedule of at the direction of and within the scope of duties Underlying Insurance. determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their b. "Unscheduled underlying insurance" does not work performed for you. include insurance purchased specifically to be excess of this policy. SECTION VI – DEFENSE PAYMENT AND RELATED DUTIES 21. "Watercraft" means a vehicle designed to transport persons or property in or on water. 1. If a claim or "suit" alleges damages covered by underlying policies and the obligation of all "underlying 22. "Authorized Insured" means any named insured or insurers" either to: any employee authorized by a named insured to give or receive notice of a claim or "suit." a. Investigate and defend the insured; or 23. "Electronic data" means information, facts or b. Pay the cost of such investigation and defense; programs stored as or on, created or used on, or ceases solely through exhaustion of all underlyingtransmitted to or from computer software, including limits of insurance through payment of a combination G-15057-C Page 14 of 17 (Ed. 06/05) G-15057-C (Ed. 06/05) of covered expenses, settlements or judgments for not pay prejudgment interest on that period of time "bodily injury," "property damage" or "personal and after we offer to pay: advertising injury" taking place during our policy a. Our limit of insurance; orperiod, then we will either: b. That portion of our limit of insurance which equalsa. Assume the investigation and defense of the the amount of a settlement demand wheninsured against "suits" seeking damages; or combined with the limits of "underlying insurers." b. If we elect not to assume the investigation and 8. We will pay interest on a judgment that accrues afterdefense in 1.a. above, we will reimburse the entry of that judgment, but before we have:insured for reasonable defense costs and expenses incurred with our written consent. a. Paid; However, such reimbursement excludes: b. Offered to pay; or (1) Office expenses of the insured; c. Deposited in court (2) Salaries and expenses of employees; and that part of the judgment that is within the limit of (3) General retainer fees of counsel retained by insurance of this policy. The amount of interest we pay the insured. will be in direct proportion that amount we pay as damages bears to the total amount of judgment. We2. We will investigate and defend an insured or will not pay additional interest that accrues after wereimburse an insured for "suits" brought against an have:insured for a claim or "suit" that alleges damages because of "bodily injury," "property damage" or a. Paid; "personal and advertising injury" not covered under: b. Offered to pay; a. "Scheduled underlying insurance"; and c. Deposited in court b. "Unscheduled underlying insurance"; that part of the judgment that is within the limit of but which seeks damages because of "bodily injury," insurance of this policy. "property damage" or "personal and advertising injury" 9. We will pay all reasonable expenses incurred by theotherwise covered under this policy. Costs and insured at our request to assist us in the investigationexpanses of such investigation and defense are not or defense of the claim or "suit." This includes actualsubject to the "retained limit." loss of earnings up to liability $250. a day because of 3. We will investigate and defend an insured or time off from work. reimburse an insured for such costs of investigation and defense described in either 1. or 2. NUCLEAR ENERGY LIABILITY EXCLUSIONabove, even if ENDORSEMENTthe allegations of a "suit" are: (BROAD FORM) a. Groundless; It is agreed that:b. False; or I. This policy does not apply:c. Fraudulent; A. Under Liability Coverage to "bodily injury"but only until we make payment or offer to pay or "personal and advertising injury" or "propertydeposit in court that part of judgment(s) not exceeding damage"our limit of insurance. 1. With respect to which an insured under this4. We shall also have the sole right to make settlement of policy, is also an insured under a nucleara "suit" as we deem expedient. energy liability policy issued by the: 5. If not permitted by law or otherwise to perform these a. Nuclear Energy Liability Insuranceduties, we will pay an insured for defense costs and Association;expenses incurred with our prior written consent. b. Mutual Atomic Energy Liability6. Amounts we pay or incur pursuant to the obligation to Underwriters; ordefend or pay the costs and expenses of defense are in addition to, and not subject to, the limits of c. Nuclear Insurance Association of insurance stated in the Declarations. Canada; 7. In addition to our limits of insurance, we will pay or any of their successors, or would be an prejudgment interest awarded against an insured on insured under any such policy but for its that part of a judgment covered by this policy. We will G-15057-C Page 15 of 17 (Ed. 06/05) 40020008970130274898953 G-15057-C (Ed. 06/05) termination upon exhaustion of its limit of II. As used in this endorsement: liability; or A. "Hazardous properties" include radioactive, toxic 2. Resulting from the "hazardous properties" of or explosive properties. "nuclear material" and with respect to which: B. "Nuclear material" means "source material," a. Any person or organization is required to "special nuclear material" or "byproduct material." maintain financial protection pursuant to C. "Source material," "special nuclear material" andthe Atomic Energy Act of 1954, or any law "by-product material" have the meanings givenor amendment thereof; or them in the Atomic Energy Act of 1954 or in any b. The insured is, or had this policy not been law amendatory thereof. issued would be, entitled to indemnity D. "Spent fuel" means any fuel element or fuelfrom the United States of America, or any component, solid or liquid, which has been usedagency thereof, under any agreement or exposed to radiation in a "nuclear reactor."entered into by the United States of America, or any agency thereof, with any E. "Waste" means waste material: person or organization. 1. Containing "by-product material" other than B. Under any Supplementary Payments provision the tailings or waste produced by the relating to first aid, to expenses incurred with extraction or concentration of uranium or respect to "bodily injury" resulting from the thorium from ore processed primarily for its "hazardous properties" of "nuclear material," and "source material" content; and arising out of the operation of a "nuclear facility" 2. Resulting from the operation by any person orby any person or organization. organization, of a "nuclear facility" included C. Under any Liability Coverage, to "bodily injury" within paragraphs 1. and 2. of the definition of "personal and advertising injury" or "property "nuclear facility." damage" resulting from the "hazardous properties" F. "Nuclear facility" means:of "nuclear material," if: 1. Any "nuclear reactor";1. The "nuclear material": 2. Any equipment or device designed or useda. Is at any "nuclear facility" owned by, or for:operated by or on behalf of, an insured; or a. Separating the isotopes of uranium orb. Has been discharged or dispersed plutonium;therefrom; b. Processing or utilizing "spent fuel"; or2. The "nuclear material" is contained in "spent fuel" or "waste" at any time possessed, c. handling, processing or packaging handled, used, processed, stored, transported "waste"; or disposed of by or on behalf of an insured; 3. Any equipment or device used for theor processing, fabricating or alloying of special 3. The "bodily injury," "personal and advertising "nuclear material" if at any time the total injury," or "property damage" arises out of the amount of such material in the custody of the furnishing by an insured of services, insured at the premises where such materials, parts or equipment in connection equipment is located consists of or contains with the: more than: a. Planning; a. 25 grams of plutonium or uranium 233 or any combination thereof; orb. Construction; b. 250 grams of uranium 235;c. Maintenance; 4. Any structure, basin, excavation, premises ord. Operation; or place prepared or used for the storage or e. Use of disposal of "waste"; any "nuclear facility," but if such facility is and includes the site on which any of the located within the United States of America, foregoing is located, all operations conducted on its territories or possessions or Canada, this such site and all premises used for such exclusion (C.3.) applies only to "property operations. damage" to such "nuclear facility" and any property threat. G-15057-C Page 16 of 17 (Ed. 06/05) G-15057-C (Ed. 06/05) G. "Nuclear reactor" means an apparatus designed H. "Property damage" includes all forms of or used to sustain nuclear fission in a self- radioactive contamination of property. supporting chain reaction or to contain a critical mass of fissionable material. G-15057-C Page 17 of 17 (Ed. 06/05) 40020008970130274898954 SB146932G (Ed. 10-19) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I. Blanket Additional Insured Provisions A. Additional Insured – Blanket Vendors B. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coverage 1.a. Primary – Noncontributory provision 1.b. Definition of "written contract" 2. Additional Insured – Extended Coverage II. Liability Extension Coverages A. Bodily Injury – Expanded Definition B. Broad Knowledge of Occurrence C. Estates, Legal Representatives and Spouses D. Fellow Employee First Aid E. Legal Liability – Damage to Premises F. Personal and Advertising Injury – Discrimination or Humiliation G. Personal and Advertising Injury – Broadened Eviction H. Waiver of Subrogation – Blanket I. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED – BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed under a "written contract" to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or SB146932G (10-19) Page 1 of 7 Copyright, CNA All Rights Reserved. 10020004570136019454369 7013025936 SB146932G (Ed. 10-19) h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products- completed operations hazard" is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.j. below whom you are required to add as an additional insured on this policy under a "written contract." 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such "written contract;" b. Coverage broader than required by such "written contract" and in no event greater than that described by the applicable paragraph a. through k. below; or c. Coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.j. below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) such person or organization's financial control of you; or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. b. Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owners liability for "bodily injury," "property damage" or "personal and advertising injury" as co- owner of such premises. c. Grantor of Franchise Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising injury" as grantor of a franchise to you. SB146932G (10-19) Page 2 of 7 Copyright, CNA All Rights Reserved. SB146932G (Ed. 10-19) d. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused in whole or in part by your maintenance, operation or use of such equipment, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury" takes place prior to the termination of such lease. e. Lessor of Land Any person or organization from whom you lease land, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury," takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. f. Lessor of Premises An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury," takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. g. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver's liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. h. State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of: (1) The following hazards in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance; or (2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or government agency or subdivision or political subdivision; or (b) "Bodily injury" or "property damage" included within the "products-completed operations hazard." With respect to this provision's requirement that additional insured status must be requested under a "written contract," we will treat as a "written contract" any governmental permit that requires you to add the governmental entity as an additional insured. SB146932G (10-19) Page 3 of 7 Copyright, CNA All Rights Reserved. 10020004570136019454370 SB146932G (Ed. 10-19) i. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are required to include as an additional insured, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising injury" caused by: a. Your acts or omissions; or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j. Other Person or Organization Any person or organization who is not an additional insured under paragraphs a. through i. above. Such additional insured is an insured solely for "bodily injury," "property damage" or "personal and advertising injury" for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services; (2) For "bodily injury" or "property damage" included in the "products-completed operations hazard." But this provision (2) does not apply to such "bodily injury" or "property damage" if: (a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the "written contract"; and (b) The "written contract" requires you to make the person or organization an additional insured for such "bodily injury" or "property damage"; or (3) Who is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE 1. With respect only to additional insured coverage provided under paragraphs A. and B. above: a. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a "written contract" requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. b. Under Liability and Medical Expense Definitions, the following definition is added: "Written contract" means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement: (1) Is currently in effect or becomes effective during the term of this policy; and (2) Was executed prior to: (a) The "bodily injury" or "property damage;" or (b) The offense that caused the "personal and advertising injury"; for which the additional insured seeks coverage. 2. With respect to any additional insured added by this endorsement or by any other endorsement attached to this Coverage Part, the section entitled Who Is An Insured is amended to make the following natural persons insureds. If the additional insured is: a. An individual, then his or her spouse is an insured; SB146932G (10-19) Page 4 of 7 Copyright, CNA All Rights Reserved. SB146932G (Ed. 10-19) b. A partnership or joint venture, then its partners, members and their spouses are insureds; c. A limited liability company, then its members and managers are insureds; d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are insureds; or e. Any type of entity, then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. Furthermore, employees of additional insureds are not insureds with respect to liability arising out of: (1) "Bodily injury" or "personal and advertising injury" to any fellow employee or to any natural person listed in paragraphs a. through d. above; (2) "Property damage" to property owned, occupied or used by their employer or by any fellow employee; or (3) Providing or failing to provide professional health care services. II. LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. A. Bodily injury – Expanded Definition Under Liability and Medical Expenses Definitions, the definition of "Bodily injury" is deleted and replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a. and b. above apply to you or to any additional insured only when such "occurrence," offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C. Estates, Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. SB146932G (10-19) Page 5 of 7 Copyright, CNA All Rights Reserved. 10020004570136019454371 SB146932G (Ed. 10-19) D. Fellow Employee First Aid Coverage In the section entitled Who Is An Insured, paragraph 2.a.1. is amended to add the following: The limitations described in subparagraphs 2.a.1.(a), (b) and (c) do not apply to your "employees" for "bodily injury" that results from providing cardiopulmonary resuscitation or other first aid services to a co-"employee" or "volunteer worker" that becomes necessary while your "employee" is performing duties in the conduct of your business. Your "employees" are hereby insureds for such services. But the insured status conferred by this provision does not apply to "employees" whose duties in your business are to provide professional health care services or health examinations. E. Legal Liability – Damage To Premises 1. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property "Property damage" to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or explosion) to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D – Liability and Medical Expenses Limits of Insurance. Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products- completed operations hazard." 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising Injury: Exclusions c, d, e, f, g, h, i, k, l, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. SB146932G (10-19) Page 6 of 7 Copyright, CNA All Rights Reserved. SB146932G (Ed. 10-19) 3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You Limit. The Damage to Premises Rented to You Limit is the greater of: a. $1,000,000; or b. The Damage to Premises Rented to You Limit shown in the Declarations. F. Personal and Advertising Injury – Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of "personal and advertising injury" is amended to add the following: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or (b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising Injury is amended to add the following additional exclusions: (15) Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured. (16) Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (17) Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising Injury – Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. G. Personal and Advertising Injury - Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of "Personal and advertising injury" is amended to delete Paragraph c. and replace it with the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor. H. Waiver of Subrogation – Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932G (10-19) Page 7 of 7 Copyright, CNA All Rights Reserved. 10020004570136019454372 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WC 00 03 13 (Ed. 4-84) Copyright 1983 National Council on Compensation Insurance. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Insurance Company Countersigned by This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 3 Policy No.  Endorsement No. Insured Premium $ 9HUWRVRIW//& &1$ BLANKET AS REQUIRED BY WRITTEN CONTRACT CoSF Version 7 08.27.24 Item #: ____________ Munis Contract #: ________ OMNIA Partners Master Agreement #: 01-165 CITY OF SANTA FE GENERAL SERVICES CONTRACT Software THIS CONTRACT is made and entered into by and between the City of Santa Fe, herein after referred to as the “City,” and Vertosoft, LLC herein after referred to as the “Contractor.” IT IS MUTUALLY AGREED BETWEEN THE PARTIES: 1. Definitions A. "Products and Services Schedule" refers to the complete list of products and services offered under this Contract and the price for each. Product and service descriptions may be amended with the prior approval of the Contract Administrator. New products and services shall not be added to the Products and Services Schedule. B. "Business Hours" means 8:00 a.m. to 5:00 p.m. Mountain Time. 2. Scope of Work A. The Contractor shall perform the scope of work outlined in Exhibit A. 3. Compensation. Compensation Schedule. The City shall pay to the Contractor based upon fixed prices for each Deliverable, per the schedule outlined in Exhibit B, less retainage, if any, as identified in paragraph C of this Clause. A. The amount payable to the Contractor under this Contract shall not exceed $763,362.83, plus applicable out-of-state GRT. The GRT will be calculated based on the out-of-state rate of 4.875%, totaling $37,213.94. The total compensation is $800,576.77. This amount is a maximum and not a guarantee that the work assigned to be performed by Contractor under this Contract shall equal the amount stated herein. The Parties do not intend for the Contractor to continue to provide Services without compensation when the total compensation amount is reached. Contractor is responsible for notifying the City when the Services provided under this Contract reach the total compensation amount. In no event will the Contractor be paid for Services provided in excess of the total compensation amount without this Contract being amended in writing prior to services, in excess of the total compensation amount being provided. Payment shall be made upon acceptance of each Deliverable and upon the receipt and acceptance of a detailed, certified Payment Invoice. Progress and Deliverable Payments will be made to the Contractor's designated mailing address. In accordance with NMSA 1978, Section 13-1-158, payment shall be tendered to the Contractor within thirty (30) days of the date of written certification of acceptance. All payment invoices MUST BE received by the City at least thirty (30) days after the completion of each Deliverable and no later than fifteen (15) days after the termination of this Contract. Payment Invoices received after such date WILL NOT BE PAID. If you do not receive confirmation of invoice receipt within seven days, email25-0373 Page 2 of 11 accountspayable@santafenm.gov to request an update. For contract-related inquiries, contact purchasing@santafenm.gov. C. Retainage. Not Applicable – The Parties agree there is no retainage. D. Performance Bond. Not Applicable. The Parties agree there is no Performance Bond. 5. Term THIS CONTRACT SHALL NOT BECOME EFFECTIVE UNTIL APPROVED IN WRITING BY THE CITY. This contract shall terminate five (5) years from the date of final signature. The City Reserves the right to extend pursuant to NMSA 1978, Section 13-1-150. 6. Default and Force Majeure The City reserves the right to cancel all, or any part of any orders placed under this contract without cost to the City, if the Contractor fails to meet the provisions of this contract and, except as otherwise provided herein, to hold the Contractor liable for any excess cost occasioned by the City due to the Contractor's default. The Contractor shall not be liable for any excess costs if failure to perform the order arises out of causes beyond the control and without the fault or negligence of the Contractor; such causes include, but are not restricted to, acts of God or the public enemy, acts of the State or Federal Government, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, unusually severe weather and defaults of sub-contractors due to any of the above, unless the City shall determine that the supplies or services to be furnished by the sub-contractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery scheduled. The rights and remedies of the City provided in this paragraph shall not be exclusive and are in addition to any other rights now being provided by law or under this contract. 7. Termination A. Grounds. The City may terminate this Contract for convenience or cause. For contracts within their authority, the City Manager or their designee is authorized to provide the notice of termination, otherwise such notice of termination shall be provided by the Mayor, or their designee as authorized by the Governing Body. The Contractor may only terminate this Contract based upon the City’s uncured, material breach of this Contract. B. Notice: City Opportunity to Cure. 1) The City shall give the Contractor written notice of termination at least thirty (30) days prior to the intended date of termination. 2) Contractor shall give City written notice of termination at least thirty (30) days prior to the intended date of termination, which notice shall (i) identify all the City’s material breaches of this Contract upon which the termination is based and (ii) state what the City must do to cure such material breaches. Contractor’s notice of termination shall only be effective (i) if the City does not cure all material breaches within the thirty (30) day notice period or (ii) in the case of material breaches that cannot be cured within thirty (30) days, the City does not, within the thirty (30) day notice period, notify the Contractor of its intent to cure and begin with due diligence to cure the material breach. 3) Notwithstanding the foregoing, this Contract may be terminated immediately upon written notice to the Contractor (i) if the Contractor becomes unable to perform the services contracted for, as determined by the City; (ii) if, during the term of this Contract, the Contractor is suspended or debarred by the City; or (iii) the Contract is terminated pursuant to Paragraph 17, “Appropriations”, of this Contract. Page 3 of 11 C. Liability. Except as otherwise expressly allowed or provided under this Contract, the City’s sole liability upon termination shall be to pay for acceptable work performed prior to the Contractor’s receipt or issuance of a notice of termination; provided, however, that a notice of termination shall not nullify or otherwise affect either party’s liability for pre-termination defaults under or breaches of this Contract. The Contractor shall submit an invoice for such work within thirty (30) days of receiving or sending the notice of termination. THIS PROVISION IS NOT EXCLUSIVE AND DOES NOT WAIVE THE CITY’S OTHER LEGAL RIGHTS AND REMEDIES CAUSED BY THE CONTRACTOR'S DEFAULT/BREACH OF THIS CONTRACT. 8. Amendment A. This Contract shall not be altered, changed, or amended except by instrument in writing executed by the parties hereto and all other required signatories. B. If the City proposes an amendment to the Contract to unilaterally reduce funding due to budget or other considerations, the Contractor shall, within thirty (30) days of receipt of the proposed Amendment, have the option to terminate the Contract, pursuant to the termination provisions as set forth in Paragraph 7 herein, or to agree to the reduced funding. 9. Status of Contractor The Contractor, and Contractor’s agents and employees, are independent Contractors for the City and are not employees of the City. The Contractor, and Contractor’s agents and employees, shall not accrue leave, retirement, insurance, bonding, use of City vehicles, or any other benefits afforded to employees of the City because of this Contract. The Contractor acknowledges that all sums received hereunder are personally reportable by the Contractor for income tax purposes, including without limitation, self-employment tax and business income tax. The Contractor agrees not to purport to bind the City unless the Contractor has written authority to do so, and then only within the strict limits of that authority. 10. Assignment The Contractor shall not assign or transfer any interest in this Contract or assign any claims for money due or to become due under this Contract without the prior written approval of the City. 11. Subcontracting The Contractor shall not subcontract any portion of the services to be performed under this Contract without the prior written approval of the City. No such subcontract shall relieve the primary Contractor from its obligations and liabilities under this Contract, nor shall any subcontract obligate direct payment from the City. 12. Non-Collusion In signing this Contract, the Contractor certifies the Contractor has not, either directly or indirectly, entered into action in restraint of free competitive bidding in connection with this offer submitted to the City. 13. Inspection of Plant Page 4 of 11 The City may inspect, at any reasonable time during Contractor’s regular business hours and upon prior written notice, the Contractor’s plant or place of business, or any subcontractor’s plant or place of business, which is related to the performance of this contract. 14. Commercial Warranty The Contractor agrees that the tangible personal property or services furnished under this Contract shall be covered by the most favorable commercial warranties the Contractor gives to any customer for such tangible personal property or services, and that the rights and remedies provided herein shall extend to the City and are in addition to and do not limit any rights afforded to the City by any other clause of this order. The contractor agrees not to disclaim warranties of fitness for a particular purpose or merchantability. 15. Condition of Proposed Items Where tangible personal property is a part of this Contract, all proposed items are to be NEW and of most current production, unless otherwise specified. 16. Records and Audit During the term of this Contract and for three years thereafter, the Contractor shall maintain detailed records pertaining to the services rendered and products delivered. These records shall be subject to inspection by the City, the State Auditor and other appropriate state and federal authorities. The City shall have the right to audit billings both before and after payment. Payment under this Contract shall not foreclose the right of the City to recover excessive or illegal payments. 17. Appropriations The terms of this Contract, and any orders placed under it, are contingent upon sufficient appropriations and authorization being made by the Governing Body for the performance of this Contract. If sufficient appropriations and authorization are not made by the legislature, this Contract, and any orders placed under it, shall terminate upon written notice being given by the City to the Contractor. The City's decision as to whether sufficient appropriations are available shall be accepted by the Contractor and shall be final. If the City proposes an amendment to the Contract to unilaterally reduce funding, the Contractor shall have the option to terminate the Contract or to agree to the reduced funding, within thirty (30) days of receipt of the proposed amendment. 18. Release The Contractor, upon final payment of the amount due under this Contract, releases the City, its officers, and employees, from all liabilities, claims and obligations whatsoever arising from or under this Contract. The Contractor agrees not to purport to bind the City, unless the Contractor has express written authority to do so, and then only within the strict limits of that authority. 19. Confidentiality Any confidential information provided to or developed by the Contractor in the performance of this Contract shall be kept confidential and shall not be made available to any individual or organization by the Contractor without prior written approval by the City. Page 5 of 11 20. Conflict of Interest A. The Contractor represents and warrants that it presently has no interest and, during the term of this Contract, shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance or services required under the Contract. The Contractor shall comply with any applicable provisions of the New Mexico Governmental Conduct Act and the New Mexico Financial Disclosures Act. B. The Contractor further represents and warrants that it has complied with, and, during the term of this Contract, will continue to comply with, and that this Contract complies with all applicable provisions of the Governmental Conduct Act, NMSA 1978, Section 10-16. C. Contractor’s representations and warranties in Paragraphs A and B of this Paragraph are material representations of fact upon which the City relied when this Contract was entered into by the parties. Contractor shall provide immediate written notice to the City if, at any time during the term of this Contract, Contractor learns that Contractor’s representations and warranties in Paragraphs A and B of this Paragraph 20 were erroneous on the effective date of this Contract or have become erroneous by reason of new or changed circumstances. If it is later determined that Contractor’s representations and warranties in Paragraphs A and B of this Paragraph 20 were erroneous on the effective date of this Contract or have become erroneous by reason of new or changed circumstances, in addition to other remedies available to the City and notwithstanding anything in the Contract to the contrary, the City may immediately terminate the Contract. D. All terms defined in the Governmental Conduct Act have the same meaning in this section. 21. Approval of Contractor Representative(s) The City reserves the right to require a change in Contractor representative(s) if the assigned representative(s) are not, in the opinion of the City, adequately serving the needs of the City. 22. Scope of Contract; Merger This Contract incorporates all the covenants and understandings between the parties hereto concerning the subject matter hereof, and all such covenants, agreements, and understandings have been merged into this written contract. This Contract is issued against the Vertosoft state or agency Master Agreement, established and maintained by OMNIA Partners, number 01-165, and through this language hereby incorporates this contract by reference and is included in the order of precedence. 23. Notice The Procurement Code, NMSA 1978, Sections 13-1-28 through 13-1-199, imposes civil and criminal penalties for its violation. In addition, the New Mexico criminal statutes impose felony penalties for bribes, gratuities, and kickbacks. 24. Equal Opportunity Compliance The Contractor agrees to abide by all federal and state laws, and local Ordinances, pertaining to equal employment opportunity. In accordance with all such laws, rules, and regulations, the Contractor agrees to assure that no person in the United States shall on the grounds of race, religion, color, national origin, ancestry, Page 6 of 11 sex, age, physical or mental handicap, or serious medical condition, spousal affiliation, sexual orientation or gender identity, be excluded from employment with or participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity performed under this Contract. If Contractor is found not to be in compliance with these requirements during the life of this Contract, Contractor agrees to take appropriate steps to correct these deficiencies. 25. Indemnification The Contractor shall hold the City and its employees harmless and shall indemnify the City and its employees against any and all claims, suits, actions, liabilities and costs of any kind, including attorney's fees for personal injury or damage to property arising from the acts or omissions of the Contractor, its agents, officers, employees or subcontractors. The Contractor shall not be liable for any injury or damage as a result of any negligent act or omission committed by the City, its officers or employees. 26. New Mexico Tort Claims Act Any liability incurred by the City of Santa Fe in connection with this Contract is subject to the immunities and limitations of the New Mexico Tort Claims Act, NMSA 1978, Sections 41-4-1, et. seq. The City and its “public employees” as defined in the New Mexico Tort Claims Act, do not waive sovereign immunity, do not waive any defense and do not waive any limitation of liability pursuant to law. No provision in this Contract modifies or waives any provision of the New Mexico Tort Claims Act. 27. Applicable Law The laws of the State of New Mexico shall govern this Contract, without giving effect to its choice of law provisions. Venue shall be proper only in a New Mexico court of competent jurisdiction in accordance with NMSA 1978, Section 38-3-2. By execution of this Contract, Contractor acknowledges and agrees to the jurisdiction of the courts of the State of New Mexico over any and all lawsuits arising under or out of any term of this Contract. 28. Limitation of Liability The Contractor's liability to the City, for any cause whatsoever shall be limited to the purchase price paid to the Contractor for the products and services that are the subject of the City’s, claim. The foregoing limitation does not apply to paragraph 25 of this Contract or to damages resulting from personal injury caused by the Contractor's negligence. 29. Incorporation by Reference and Precedence If this Contract has been procured pursuant to a request for proposals, this Contract is derived from (1) the request for proposal, (including any written clarifications to the request for proposals and any City response to questions); (2) the Contractor’s best and final offer; and (3) the Contractor’s response to the request for proposals. In the event of a dispute under this Contract, applicable documents will be referred to for the purpose of clarification or for additional detail in the following order of precedence: (1) amendments to the Contract in reverse chronological order; (2) the Contract, including the scope of work and all terms and conditions thereof; (3) the request for proposals, including attachments thereto and written responses to questions and written Page 7 of 11 clarifications; (4) the Contractor’s best and final offer if such has been made and accepted by the City; and (5) the Contractor’s response to the request for proposals. 30. Workers’ Compensation The Contractor agrees to comply with state laws and rules applicable to workers’ compensation benefits for its employees. If the Contractor fails to comply with the Workers’ Compensation Act and applicable rules when required to do so, this Contract may be terminated by the City. 31. Inspection If this contract is for the purchase of tangible personal property (goods), final inspection and acceptance shall be made at Destination. Tangible personal property rejected at Destination for non-conformance to specifications shall be removed at Contractor’s risk and expense promptly after notice of rejection and shall not be allowable as billable items for payment. 32. Inspection of Services If this contract is for the purchase of services, the following terms shall apply. A. Services, as used in this Article, include services performed, workmanship, and material furnished or utilized in the performance of services. B. The Contractor shall provide and maintain an inspection system acceptable to the City covering the services under this Contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to the City and for as long thereafter as the Contract requires. The City has the right to inspect and test all services contemplated under this Contract to the extent practicable at all times and places during the term of the Contract. The City shall perform inspections and tests in a manner that will not unduly delay or interfere with Contractor’s performance. C. If the City performs inspections or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish, and shall require subcontractors to furnish, at no increase in contract price, all reasonable facilities and assistance for the safe and convenient performance of such inspections or tests. D. If any part of the services do not conform with the requirements of this Contract, the City may require the Contractor to re-perform the services in conformity with the requirements of this Contract at no increase in contract amount. When the defects in services cannot be corrected by re-performance, the City may: (1) require the Contractor to take necessary action(s) to ensure that future performance conforms to the requirements of this Contract; and (2) reduce the contract price to reflect the reduced value of the services performed. E. If the Contractor fails to promptly re-perform the services or to take the necessary action(s) to ensure future performance in conformity with the requirements of this Contract, the City may: (1) by contract or otherwise, perform the services and charge to the Contractor any cost incurred by the City that is directly related to the performance of such service; or (2) terminate the contract for default. 33. Insurance Page 8 of 11 If the services contemplated under this Contract will be performed on or in City facilities or property, Contractor shall maintain in force during the entire term of this Contract, the following insurance coverage(s), naming the City as additional insured. A. Commercial General Liability insurance shall be written on an occurrence basis and be a broad as ISO Form CG 00 01 with limits not less than $2,000,000 per occurrence and $2,000,000 in the aggregate for claims against bodily injury, personal and advertising injury, and property damage. Said policy shall include broad form Contractual Liability coverage and be endorsed to name the City of Santa Fe their officials, officers, employees, and agents as additional insureds. B. Broader Coverage and Limits. The insurance requirements under this Contract shall be the greater of (1) the minimum coverage and limits specified in this Contract, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the Named Insured. It is agreed that these insurance requirements shall not in any way act to reduce coverage that is broader or that includes higher limits than the minimums required herein. No representation is made that the minimum insurance requirements of this Contract are sufficient to cover the obligations of Contractor hereunder. C. Contractor shall maintain the above insurance for the term of this Contract and name the City as an additional insured and provide for 30 days cancellation notice on any Certificate of Insurance form furnished by Contractor. Such certificate shall also specifically state the coverage provided under the policy is primary over any other valid and collectible insurance and provide a waiver of subrogation. 34. Impracticality of Performance A party shall be excused from performance under this Contract for any period that the party is prevented from performing as a result of an act of God, strike, war, civil disturbance, epidemic, or court order, provided that the party has prudently and promptly acted to take any and all steps that are within the party's control to ensure performance. Subject to this provision, such non-performance shall not be deemed a default or a ground for termination. 35. Invalid Term or Condition If any term or condition of this Contract shall be held invalid or unenforceable, the remainder of this Contract shall not be affected and shall be valid and enforceable. 36. Enforcement of Contract A party's failure to require strict performance of any provision of this Contract shall not waive or diminish that party's right thereafter to demand strict compliance with that or any other provision. No waiver by a party of any of its rights under this Contract shall be effective unless express and in writing, and no effective waiver by a party of any of its rights shall be effective to waive any other rights. 37. Patent, Copyright and Trade Secret Indemnification A. The Contractor shall defend, at its own expense, the City against any claim that any product or service provided under this Contract infringes any patent, copyright to trademark in the United States or Puerto Page 9 of 11 Rico, and shall pay all costs, damages and attorneys’ fees that a court finally awards as a result of any such claim. In addition, if any third party obtains a judgment against the City based upon Contractor’s trade secret infringement relating to any product or services provided under this Contract, the Contractor agrees to reimburse the City for all costs, attorneys’ fees and amount of the judgment. To qualify for such defense and or payment, the City shall: 1) give the Contractor prompt written notice within 48 hours of any claim; 2) allow the Contractor to control the defense of settlement of the claim; and 3) cooperate with the Contractor in a reasonable way to facilitate the defense or settlement of the claim. B. If any product or service becomes, or in the Contractor’s opinion is likely to become the subject of a claim of infringement, the Contractor shall at its option and expense: 1) provide the City the right to continue using the product or service and fully indemnify the City against all claims that may arise out of the City’s use of the product or service; 2) replace or modify the product or service so that it becomes non-infringing; or, 3) accept the return of the product or service and refund an amount equal to the value of the returned product or service, less the unpaid portion of the purchase price and any other amounts, which are due to the Contractor. The Contractor’s obligation will be void as to any product or service modified by the City to the extent such modification is the cause of the claim. 38. Survival The Contract paragraphs titled “Patent, Copyright, Trademark, and Trade Secret Indemnification; Indemnification; and Limit of Liability” shall survive the expiration of this Contract. Software licenses, leases, maintenance and any other unexpired Agreements that were entered into under the terms and conditions of this Contract shall survive this Contract. 39. Disclosure Regarding Responsibility A. Any prospective Contractor and any of its Principals who enter into a contract greater than sixty thousand dollars ($60,000.00) with any City for professional services, tangible personal property, services or construction agrees to disclose whether the Contractor, or any principal of the Contractor’s company is presently debarred, suspended, proposed for debarment, or declared ineligible for award of contract by any federal entity, state agency or local public body. B. Principal, for the purpose of this disclosure, means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity or related entities. C. The Contractor shall provide immediate written notice to the City if, at any time during the term of this Contract, the Contractor learns that the Contractor’s disclosure was at any time erroneous or became erroneous by reason of changed circumstances. D. A disclosure that any of the items in this requirement exist will not necessarily result in termination of this Contract. However, the disclosure will be considered in the determination of the Contractor’s responsibility and ability to perform under this Contract. Failure of the Contractor to furnish a disclosure or provide additional information as requested will be grounds for immediate termination of this Contract pursuant to the conditions set forth in Paragraph 7 of this Contract. E. Nothing contained in the foregoing shall be construed to require establishment of a system of Page 10 of 11 records in order to render, in good faith, the disclosure required by this document. The knowledge and information of a Contractor is not required to exceed that which is the normally possessed by a prudent person in the ordinary course of business dealings. F. The disclosure requirement provided is a material representation of fact upon which reliance was placed when making an award and is a continuing material representation of the facts during the term of this Contract. If during the performance of the contract, the Contractor is indicted for or otherwise criminally or civilly charged by any government entity (federal, state or local) with commission of any offenses named in this document the Contractor must provide immediate written notice to the City. If it is later determined that the Contractor knowingly rendered an erroneous disclosure, in addition to other remedies available to the Government, the City may terminate the involved contract for cause. Still further the City may suspend or debar the Contractor from eligibility for future solicitations until such time as the matter is resolved to the satisfaction of the City. 40. Suspension, Delay or Interruption of Work The City may, without cause, order the Contractor, in writing, to suspend, delay or interrupt the work in whole or in part for such period of time as the City may determine. The contract sum and contract time shall be adjusted for increases in cost and/or time associated with Contractor’s compliance therewith. Upon receipt of such notice, Contractor shall leave the jobsite and any equipment in a safe condition prior to departing. Contractor must assert rights to additional compensation within thirty (30) days after suspension of work is lifted and return to work is authorized. Any compensation requested for which entitlement is granted and the contract sum adjusted, shall have profit included (for work completed) and for cost only (not profit) for Contractor costs incurred directly tied to the suspension itself and not otherwise covered by Contract remedy. Any change in Total Compensation must be reflected in an Amendment executed pursuant to Section 8 of this Contract. 41. Notification Either party may give written notice to the other party in accordance with the terms of this Paragraph. Any written notice required or permitted to be given hereunder shall be deemed to have been given on the date of delivery if delivered by personal service or hand delivery or three (3) business days after being mailed. To the City: Heather Lamboy, Planning & Land Use Director City of Santa Fe 200 Lincoln Avenue Santa Fe, NM 87501 hllamboy@santafenm.gov To the Contractor: Carly Moore Vertosoft, LLC 1602 Village Market Blvd SE, Suite 320 Leesburg, VA 20175 carly.moore@vertosoft.com, 540-998-8361 Either party may change its representative or address above by written notice to the other in accordance with the terms of this Paragraph. The carrier for mail delivery and notices shall be the agent of the sender. 42. Succession This Contract shall extend to and be binding upon the successors and assigns of the parties. Page 11 of 11 IN WITNESS WHEREOF, the Parties have executed this Contract as of the date of the signature by the required approval authorities below. CITY OF SANTA FE: CONTRACTOR: VERTOSOFT, LLC. _________________________ ____________________________ MAYOR ALAN WEBBER DAVID BALL, Senior Director DATE: ____________________ DATE: _______________________ NMBTIN: _________________ ATTEST: ___________________________ CITY CLERK CITY ATTORNEY’S OFFICE: _____________________________ SENIOR ASSISTANT CITY ATTORNEY APPROVED FOR FINANCES: _____________________________ FINANCE DIRECTOR07/18/2025Marcos Martinez (Jul 18, 2025 16:58 MDT) Marcos MartinezGB MTG 08-13-25Alan Webber (Aug 16, 2025 13:43:20 MDT)08/16/2025 Statement of Work City of Santa Fe, NM Creation Date: 6/19/2025 SoW Expiration Date: 9/19/2025 Document Number: PS-08613.3 Created by: Josh Volpert PS-08613.3 1Exhibit A Table of Contents OpenGov Statement of Work 3 1. Project Scope 3 2. Adjustments to the Project Scope, Estimated Schedule, Charges and other Terms 3 3. Project Delivery 3 4. Project Understanding 3 5. OpenGov Responsibilities 4 6. Project Tracking and Reporting 4 7. Communication and Escalation Procedure 5 8. Opengov Implementation Methodology 5 8.1. Initiate 6 8.2. Validate 6 8.3. Configure 6 8.5. Launch 6 9 . Customer Responsibilities 7 10. Customer’s Project Manager 7 11. Acceptance Procedure 7 12. Estimated Schedule 8 13. Illustrative Project Timelines 8 14. Change Order Process 9 Exhibit 1: Implementation Activities 10 Permitting & Licensing 10 Initiate 10 Validate 10 Configure 11 Train 14 Launch 15 Exhibit 2: Technical Requirements 16 Permitting & Licensing Technical Requirements 16 PS-08613.3 2 OpenGov Statement of Work This Statement of Work (“SOW”) identifies services that OpenGov will perform for City of Santa Fe, NM (“Customer”) pursuant to the order for OpenGov Professional Services. This SOW may not be modified or amended except in a written agreement signed by a duly authorized representative of each party. The OpenGov Responsibilities section of this document can be found in Exhibit 1: Implementation Activities. Any additional services or support not detailed in Exhibit 1 will be considered out of scope. 1. Project Scope Under this project, OpenGov will deliver cloud based solutions (detailed list in “Exhibit 1”). OpenGov's estimated charges and schedule are based on performance of the activities listed in the “OpenGov Responsibilities” section below. Deviations that arise during the project will be managed through the procedure described in Section 14. 2. Adjustments to the Project Scope, Estimated Schedule, Charges and other Terms Adjustments to the deliverables in Exhibit 1 may include charges on a time-and-materials or fixed-fee basis using OpenGov’s standard rates. 3. Project Delivery 3.1. OpenGov will perform the work under this SOW remotely unless explicitly identified below. 3.1.1. OpenGov will provide one (1) onsite trip for project-related activity which OpenGov determines would be best performed at the Customer’s facility. The customer's facility must contain a conference room to accommodate the number of attendees, non-public wifi connection, and AV equipment for projecting OpenGov software on a screen visible to all participants. 3.1.2. The Customer is responsible for paying travel expenses as incurred on a quarterly basis. It is estimated that the travel expenses will not exceed $5600. Written approval is required for any expenses above the estimate. 3.2. OpenGov will use personnel and resources located across the United States, and may also include OpenGov-trained implementation partners to support the delivery of services. 4. Project Understanding 4.1. Deviations that arise during the proposed project will be managed through the Change Order Process (as defined in Section 14) , and may result in adjustments to the Project Scope, Estimated Schedule, Charges, and/or other terms. PS-08613.3 3 4.2. The OpenGov Suites are not customized beyond current capacities based on the latest release of the software. Implementation of any custom modification or integration developed by OpenGov; Customer internal staff; or any third-party is not included in the scope of this project unless specifically listed in Exhibit 1. 4.3. The customer is responsible for providing appropriate time and resources to the project to meet deliverables as outlined in the project plan. 4.4. Data conversion services from other software system(s) or sources are not included in the scope of this project unless specifically listed in Exhibit 1. 5. OpenGov Responsibilities 5.1. OpenGov will provide project management for the OpenGov responsibilities in this SOW. This provides direction to OpenGov project personnel and a shared framework for project planning, communications, reporting, procedural and contractual activity. 5.2. OpenGov will review the Project Plan with Customer’s Project Manager and key stakeholders to ensure alignment on agreed upon timelines. 5.3. OpenGov will maintain project communications through Customer’s Project Manager. 5.4. OpenGov will establish documentation and procedural standards for deliverable materials. 5.5. OpenGov will assist Customer’s Project Manager to prepare and maintain the Project Plan for the performance of this SOW which will include the activities, tasks, assignments, and project milestones identified in Exhibit 1. 6. Project Tracking and Reporting 6.1. OpenGov will review project tasks, schedules, and resources and make changes or additions, as appropriate. OpenGov will measure and evaluate progress against the Project Plan with Customer's Project Manager. 6.2. OpenGov will work with Customer’s Project Manager to address and resolve deviations from the Project Plan. 6.3. OpenGov will conduct regularly scheduled project status meetings. 6.4. OpenGov will administer the Change Order Process with the Customer's Project Manager. 6.5. Deliverable Materials: 6.5.1. Weekly status reports 6.5.2. Project Plan 6.5.3. Project Charter, defining project plan and Go-live date 6.5.4. Risk, Action, Issues and Decisions Register (RAID) PS-08613.3 4 6.6. Deliverable Sign-Off: OpenGov requests Sign-Offs at various deliverables during the implementation of the project. Once the Customer has signed-off on a deliverable, any additional changes requested by Customer on that deliverable will require a paid change order for additional hours for OpenGov to complete the requested changes. 7. Communication and Escalation Procedure 7.1. Active engagement throughout the implementation process is the foundation of a successful deployment. To help assess progress, address questions, and minimize risk during the course of deployment, both parties agree to the following: 7.1.1. Regular communication aligned to the agreed upon Project Plan and timing. 7.1.2. OpenGov expects our customers to raise questions or concerns as soon as they arise. OpenGov will do the same, in order to be able to address items when known. 7.2. Executive involvement 7.2.1. Executives may be called upon to clarify expectations and/or resolve confusion. 7.2.2. Executives may be needed to steer strategic items to maximize the value through the deployment. 7.3. Escalation Process 7.3.1. Identification of an issue impeding deployment progress or outcome, that is not acceptable. 7.3.2. Customer or OpenGov Project Manager summarizes the problem statement and impasse. 7.3.3. Customer and OpenGov Project Managers jointly outline solution acceptance and OpenGov Project Manager will schedule an Executive Review Meeting, if necessary. 7.3.4. The resolution will be documented and signed off. 8. Opengov Implementation Methodology Every OpenGov implementation will contain a structured methodology to properly plan and collaborate. The methodology consists of the following phases: PS-08613.3 5 ● Initiate ● Validate ● Configure ● Train ● Launch 8.1. Initiate 8.1.1. OpenGov will provide customer entity configuration. 8.1.2. OpenGov will provide system administrators creation. 8.1.3. This activity is complete when the customer has access to their site. 8.1.4. Customer will sign-off on product access to complete the Initiate Phase of the project. 8.2. Validate 8.2.1. OpenGov will create a Solution Blueprint. 8.2.2. OpenGov will confirm the Data Validation strategy. 8.2.3. This activity is complete when the Solution Blueprint is presented to the customer. 8.2.4. Customer will Sign-off on Initial Draft Solution Blueprint to complete the Validate Phase of the project. 8.3. Configure 8.3.1. OpenGov will configure the deliverables outlined in Exhibit 1. 8.3.2. This activity is complete when all deliverables in Exhibit 1 are configured. 8.3.3. Customer will provide Sign-off that all configuration deliverables have been completed and accepted. OpenGov will provide status and intermediate completion milestones as the project progresses to fully configured. 8.4. Train 8.4.1. Training will be provided in instructor-led virtual sessions unless otherwise specified in Exhibit 1. 8.4.2. OpenGov will provide Administrator training. 8.4.3. OpenGov will provide End User training (if listed in Exhibit 1). 8.4.4. Customer will sign-off that training has been completed. 8.5. Launch 8.5.1. OpenGov will provide HyperAdopt support post Go-Live to ensure successful adoption. 8.5.2. Customer will Sign-off on the HyperAdopt phase of the project which will transition the project from active deployment to Customer Success. PS-08613.3 6 9 . Customer Responsibilities 9.1. The completion of the proposed scope of work depends on the full commitment and participation of Customer’s management and personnel. The Customer’s Project Manager should have access to the appropriate Customer Subject Matter Expert personnel needed for the successful implementation of the project. The responsibilities listed in this section are in addition to the responsibilities specified in the Agreement and are to be provided at no charge to OpenGov. OpenGov's performance is predicated upon the following responsibilities being managed and fulfilled by the customer. Delays in performance of these responsibilities may result in a change order and/or delay of the completion of the project. 9.2. Provide the required data to OpenGov within five (5) days of the requests being made from the OpenGov Project Manager. The Customer will be responsible for any potential charges from third parties to access and provide the data. 9.3. Maintain the same format and access to data on an ongoing basis. Any changes to the underlying data or data source may require a change order or charge in the future. 10. Customer’s Project Manager 10.1. Create, with OpenGov’s assistance, the Project Charter for the performance of this SOW which will include the activities, tasks, assignments, milestones and estimates. 10.2. Manage Customer personnel and responsibilities for this project (for example: ensure personnel complete any self-paced training sessions, configuration, validation or user acceptance testing). 10.3. Identify and assign Subject Matter Experts (SME). 10.4. Serve as the communication liaison between OpenGov and Customer representatives participating in the project. 10.5. Participate in project status meetings. 10.6. Obtain and provide information, data, and decisions within ten (10) business days of OpenGov’s request unless Customer and OpenGov agree in writing to a different response time. 10.7. Resolve deviations from the estimated schedule. 10.8. Help resolve project issues and escalate issues within Customer’s organization, as necessary. 10.9. Administer the Change Order Process with the Project Manager, if applicable. 11. Acceptance Procedure 11.1. The completed items in Exhibit 1 will be submitted to the Customer’s Project Manager. 11.2. Customer’s Project Manager will have decision authority to approve/reject all PS-08613.3 7 Project Criteria, Phase Acceptance and Engagement Acceptance. 11.3. Within five (5) business days of receipt, the Customer’s Project Manager will either accept the Deliverable Material or provide OpenGov’s Project Manager a written list of requested revisions. If OpenGov receives no response from the Customer’s Project Manager within five (5) business days, then the Deliverable Material will be deemed accepted. The process will repeat for the requested revisions until acceptance. 11.4. All acceptance milestones and associated review periods will be tracked on the Project Plan. 11.5 Both OpenGov and Customer recognize that failure to complete tasks and respond to open issues may have a negative impact on the Project. 11.6. For any tasks not yet complete, OpenGov and/or Customer will provide sufficient resources to expedite completion of tasks to prevent negatively impacting the Project. 11.7. Excluding delays caused by a force majeure event, if OpenGov in good faith reasonably determines that Customer’s personnel or contractors are not completing Customer’s responsibilities described in the applicable SOW timely or accurately, OpenGov may place the Professional Services on hold after providing a minimum of seven days written notice to Customer. If OpenGov places a Customer on hold, OpenGov will ensure that Customer is made aware of its obligations necessary for OpenGov to continue performing the Professional Services in the on hold notice. Upon placing a customer on hold, OpenGov may, without penalty, suspend Professional Services to the Customer and reallocate resources until the Customer has fulfilled its obligations. OpenGov shall bear no liability or otherwise be responsible for delays in the provision of the Professional Services occasioned by Customer’s failure to complete Customer’s responsibilities. 12. Estimated Schedule 12.1. OpenGov will schedule resources after the signature of the order form is received. Unless specifically noted, the OpenGov assigned Project Manager will work with Customer Project Manager to develop the Project Charter for all requested deliverables under this SOW. OpenGov reserves the right to adjust the schedule based on the availability of OpenGov resources and/or Customer resources, and the timeliness of deliverables provided by the Customer. 12.2. The Services are currently estimated to start within two (2) weeks but no later than four (4) weeks from signatures on Order Forms. 13. Illustrative Project Timelines 13.1. The typical project timelines are for illustrative purposes only and may not reflect Customer’s use cases. The order of delivery of the suite(s) will be determined during the project planning activities in the Initiate Phase. PS-08613.3 8 14. Change Order Process 14.1. This SOW and related efforts are based on the information provided and gathered by OpenGov. Customer acknowledges that changes to the scope may require additional effort or time, resulting in additional cost. Any change to scope must be agreed to in writing, by both Customer and OpenGov, and documented via a Change Order. No verbal agreement will be binding on OpenGov or Customer. 14.2. A Change Order is defined as work that is added to or deleted from the original scope of this SOW. Depending on the magnitude of the change, it may or may not alter the original contract amount or completion date. Changes might include but are not limited to: 14.2.1. Timeline for completion. 14.2.2. Sign off process. 14.2.3. Cost of change and/or invoice timing. 14.2.4. Amending the SOW to correct an error. 14.2.5 Extension of work as the complexity identified exceeds what was expected by Customer or OpenGov. 14.2.6. Change in type of OpenGov resources to support the SOW. 14.3.The approval process for a Change Order is as follows: 14.3.1.Identification and documentation of a need for modification to the scope of the project as defined in the Statement of Work and any subsequent change orders. 14.3.2. A Change Order is created and Customer and OpenGov review. The Customer will then provide Sign-off. 14.3.3. Change Order is incorporated into the Statement of Work and implemented. PS-08613.3 9 Exhibit 1: Implementation Activities Permitting & Licensing Use Cases for Permitting & Licensing: ● Building Permits & Inspectional Services ● Planning and Zoning Approvals ● Code Enforcement ● Business licensing Initiate Provisioning Permitting & Licensing Platform OpenGov will: ● OpenGov will provision Customer’s OpenGov entity and verify Customer has access to all purchased modules. Customer will: ● Confirm access to entity and modules. Completion Criteria ● Customer verifies access to the site. Data Initiation OpenGov will: ● OpenGov will provide the needed data and format to the customer. ● The data needs will be discussed for the foundational initiation of the software. ● Assign a Project Manager once the data has been collected. Customer will: ● Provide the required data in a timely manner. Completion Criteria ● Customer sign-off that the Integrations are complete and the data is being captured as planned. Validate Technical Project Review OpenGov will: ● Provide up to one (1) one-hour working sessions at the beginning of the project to: PS-08613.3 10 o Review deliverables o Review technical requirements o Provide documentation on requirements and processes OpenGov Assumptions: ● Customer will provide relevant data within two (2) weeks immediately following the kick-off meeting. Customer will: ● Identify relevant participants for attendance. ● Confirm deliverables. ● Gather and provide relevant data for the project. Completion Criteria ● Customer sign-off on project plan. Onsite Requirements Gathering Workshop OpenGov will : ● Provide one (1) three (3) day onsite Requirements Gathering workshop with two (2) OpenGov resources to increase our understanding of your business and functional goals. Through workshops and interviews, OpenGov will identify best fit scenarios for Permitting & Licensing and identify any challenges as well as recommendations for best practices relevant to your implementation. Additionally, OpenGov will work with the Customer to develop workflows and understand local requirements for permitting activities. Customer will: ● Identify the relevant participants to attend each training session ● Host the workshop in the Customer’s facility ● Secure an adequate space (conference room or training room) within the customer's facility ● Provide wifi internet connection for OpenGov resource Completion Criteria ● Onsite workshop has been conducted. Configure Record Types Deliverables OpenGov will configure the following standard record type, including sub-type, drafts of Customer’s record types in the Permitting & Licensing system including Form, Workflow, Output Document and Fees: Building and Inspectional Services Service Area Up to six (6) record types from the following list: ● Residential ● Commercial ● Mechanical ● Electrical ● Plumbing ● Contractor Ref PS-08613.3 11 Planning and Zoning Service Area Up to five (5) record types from the following list: ● Conditional Use ● Major Subdivision ● Minor Subdivision ● Variance Permit ● Temporary Use Permit Code Enforcement Service Area Up to two (2) record types from the following list: ● Submit a Complaint ● Notice of Violation Business licensing Service Area Up to one (1) record types from the following list: ● Business License Customer will: ● Attend working sessions to validate, review, and iterate upon draft records. ● Test all configured record types Completion Criteria ● Customer sign-off that the Record Types have been configured. Sign-off will occur with each completed Record Type. Data Deliverables Master Address Table (MAT) Integration OpenGov will: ● Provide a template file to be utilized by the Customer to populate MAT information. ● Import the completed template file and validate against the completed template file. Customer will: ● Populate and validate the MAT template. Completion Criteria ● Customer sign-off that the Master Address Table has been configured. ESRI ArcGIS Server Integration OpenGov will: ● Integrate with the Customer’s ArcGIS public API endpoint. Completion Criteria ● Customer sign-off on the ESRI Integration. GIS Flag Integration OpenGov will: ● Provide a template file to be utilized by the Customer to populate GIS Flag information. ● Import the populated template file after acceptance. PS-08613.3 12 ● Enable the GIS Flag Integration. Customer will: ● Populate and validate the flag template file. Completion Criteria ● Customer sign-off on the GIS Flag Integration. Accounting and Finance Export OpenGov will: ● Provide an export of financial data, based on the Customer’s provided format, to the Customer’s FTPS as often as nightly. Customer will: ● Agree upon specifications prior to export. Completion Criteria ● Customer sign-off on the Accounting and Finance Export. Autofill Integration OpenGov will: ● Provide up to three (3) Autofills, using source data from OpenGov or provided by the Customer. Customer will: ● Provide the source data, if applicable. ● Agree upon specifications prior to upload. Completion Criteria ● Customer sign-off on the Autofill Integration. Single Sign On (SSO) Integration OpenGov will: ● Provide the SSO enablement form. ● Implement identity provider initiated SSO for Microsoft ADFS, Microsoft Azure AD, or Okta. Customer will: ● Complete the SSO enablement form. ● Provide the information from the identity provided required to establish SAML or HTTPS certification and add OpenGov as a new application in the identity provider. Completion Criteria ● Customer sign-off on the SSO Integration. Data Migration OpenGov will: ● Perform historic data migration from EnerGov using flat files provided by and mapped by the customer. ● Set up historical record types, historical data will be migrated prior to the initial data load. ● Provide a report of unmatched locations ● Provide instructions for customer validation of data migration. ● Provide up to two (2) format changes for each integration file, allowing for necessary edits to be made during the testing and validation process. OpenGov Assumptions: ● Data Migration does not exceed 250,000 records. PS-08613.3 13 ● Data Migration does not include database backup files. ● Data Migration does not include cleansing of corrupt data, creation or linking of applicant accounts, integration of historical fees and payments into workflow or financial reports, logs of permit changes, migration of data into the workflow, permit attachments, import of contractor database, or hierarchical relationships between records. Customer will: ● Complete the OpenGov provided data templates within three (3) weeks of request. ● Validate data deliverables within three (3) weeks of request. ● Configure Record Types to align with the Project Plan’s Go Live and cutover to ensure the migration encompasses all records from the legacy system. ● Sign off on data load. Completion Criteria ● Customer sign-off that the Data Migration has been completed. Document Migration OpenGov will: ● Migrate documents attached to either migrated permits or locations provided through a Master Address Table (MAT) integration. OpenGov Assumptions: ● Document Migration does not exceed 1TB. Completion Criteria ● Customer sign-off that the Document Migration has been completed. Train Administrator Training OpenGov will: ● Provide up to twenty (20) hours of Permitting & Licensing system administrator training to enable system administrators on the following topics: ○ Setting up the public portal ○ Employee app settings ○ Creating and editing record types ○ Managing Forms ○ Editing Documents ○ Creating Workflows ○ Setting up Inspections ○ Reporting & Transparency ■ Download and upload data ■ How to create reports and dashboards ○ Mobile app Customer will: ● Identify the relevant participants to attend each training session. Completion Criteria ● Administrator Training has been conducted. End User Training PS-08613.3 14 OpenGov will: ● Provide up to twenty-six (26) hours of end-user trainings designed for Plan Review, Inspectors, Finance Staff, etc. to cover the following topics: ○ Navigation of the system ○ Manage inbox and tasks ○ Take payments ○ Conduct inspections ○ Create records ○ Mobile app Customer will: ● Identify the relevant participants to attend each training session. Completion Criteria ● End User Training has been conducted. Launch HyperAdopt OpenGov will: ● Provide up to eight (8) hours of HyperAdopt support from the OpenGov Project Team post Go-Live to ensure successful adoption. Customer will: ● Identify issues and attend sessions Completion Criteria ● Customer sign-off that the project has been completed. PS-08613.3 15 Exhibit 2: Technical Requirements Permitting & Licensing Technical Requirements Master Address Table ● All addresses must have a unique ID ● Flat file, .csv, .xls, .xlsx, .txt with headers ● Parcels and address points recommended ● Recommended source data: Esri GIS, Alternative source options include: Assessor’s database, E911 ESRI ArcGIS ● A single publicly-accessible secure ESRI REST API URL ArcGIS Flags ● Polygon Layer(s) via ESRI REST API URL, Polylines and points are not supported ● Flags will be populated via the same Publicly-accessible secure ESRI REST API URL as provided for the ESRI ArcGIS integration. Financial and Record Exports ● Required format (columns) and sample document Autofills using Customer source data ● Flat file, .csv, .xls, .xlsx, .txt with headers Current application forms, workflows, fee structures, and output documents ● PDF, Word, .csv, .xls, .xlsx with headers Historical Data ● Flat file, .csv, .xlsx with headers ● Record type and status mapping using OpenGov template Historical Documents ● Flat file, .csv, .xlsx with headers ● One row per document. All rows must be tied back to the MAT’s unique ID field and have a file path or publicly accessible URL. ● Special characters, outside of the following list, are not supported and will be removed from file names upon migration to OpenGov. ○ Alphanumeric characters ■ A-z ■ A-Z ■ 0-9 ○ Special characters ■ Exclamation point (!) ■ Hyphen (-) PS-08613.3 16 ■ Underscore (_) ■ Period (.) ■ Asterisk (*) ■ Single quote (') ■ Open parenthesis (() ■ Close parenthesis ()) SSO ● SAML or HTTPS certificate, Whitelist OpenGov in Customer VPN or firewall PS-08613.3 17 1602 Village Market Blvd SE, Suite 320 Leesburg, VA20175 USA Cage Code: 7QV38 UEI Number Y7D5MXRU2839 DUNS# 080431574 Federal Tax ID: 81-3911287 Business Size: Small Business Date: 6/20/2025, 12:08 PM Phone: 571 707-4130 Fax: 571-291-4119 Email: sales@vertosoft.com Vertosoft Contact: Carly Moore Phone: (540) 998-8361 Email: carly.moore@vertosoft.com Vertosoft Quote for OpenGov - City of Santa Fe, NM Contract: NCPA - OMNIA 01-165 Quote #: Q-12568 Expires On: 7/30/2025 Ship To City of Santa Fe, NM Heather Lamboy hllamboy@santafenm.gov Quote For: Name: Heather Lamboy Company: City of Santa Fe, NM Email: hllamboy@santafenm.gov Phone: PAYMENT TERMS DELIVERY METHOD PAYMENT METHOD VERTOSOFT CUST ID SUPPLIER REF # Net 30 Electronic Check/ACH/Credit Card Overall POP Start Date: 8/1/2025 Overall POP End Date: 7/31/2028 Term 1 08/01/2025-07/31/2026 PART # DESCRIPTION QTY UNIT PRICE EXTENDED OG-TWCZ-B300500M-AR-3Y Permitting & Licensing: Add-On Bundle - Between $300-500 Million - 3Y 1.00 $8,040.51 $8,040.51 OG-TWER-B300500M-AR-3Y Permitting and Licensing - Business Licenses Additional Service Area - Between $300-500 Million - 3Y 1.00 $45,761.98 $45,761.98 OG-TWAG-B300500M-AR-3Y Permitting and Licensing - Community Development - Between $300-500 Million - 3Y 1.00 $110,334.91 $110,334.91 OG-SWCB-B300500M-AR-3Y Premium Support - Between $300-500 Million - 3Y 1.00 $36,930.34 $36,930.34 OG-PSBG-B300500M-OT-0Y Professional Services Deployment - Prepaid - Between $300- 500 Million - 0Y 547.00 $236.74 $129,496.78 Term 1 TOTAL: $330,564.52 Page 1 of 2Exhibit B Term 2 08/01/2026-07/31/2027 PART # DESCRIPTION QTY UNIT PRICE EXTENDED OG-TWCZ-B300500M-AR-3Y Permitting & Licensing: Add-On Bundle - Between $300-500 Million - 3Y 1.00 $8,442.52 $8,442.52 OG-TWER-B300500M-AR-3Y Permitting and Licensing - Business Licenses Additional Service Area - Between $300-500 Million - 3Y 1.00 $48,050.08 $48,050.08 OG-TWAG-B300500M-AR-3Y Permitting and Licensing - Community Development - Between $300-500 Million - 3Y 1.00 $115,851.67 $115,851.67 OG-SWCB-B300500M-AR-3Y Premium Support - Between $300-500 Million - 3Y 1.00 $38,776.86 $38,776.86 Term 2 TOTAL: $211,121.13 Term 3 08/01/2027-07/31/2028 PART # DESCRIPTION QTY UNIT PRICE EXTENDED OG-TWCZ-B300500M-AR-3Y Permitting & Licensing: Add-On Bundle - Between $300-500 Million - 3Y 1.00 $8,864.65 $8,864.65 OG-TWER-B300500M-AR-3Y Permitting and Licensing - Business Licenses Additional Service Area - Between $300-500 Million - 3Y 1.00 $50,452.58 $50,452.58 OG-TWAG-B300500M-AR-3Y Permitting and Licensing - Community Development - Between $300-500 Million - 3Y 1.00 $121,644.25 $121,644.25 OG-SWCB-B300500M-AR-3Y Premium Support - Between $300-500 Million - 3Y 1.00 $40,715.70 $40,715.70 Term 3 TOTAL: $221,677.18 TOTAL: $763,362.83 Quote Terms By purchasing the products and services described in this order form, the Customer is expressly agreeing to the End User Agreement published at https://www.vertosoft.com/terms-and-conditions-opengov Taxes: Sales tax shall be added at the time of an invoice, unless a copy of a valid tax exemption or resale certificate is provided. Credit Card Orders: Additional fees may apply if paying by credit card. All Purchase Orders must include: End User Name, Phone Number, Email Address, Purchase Order Number, Government Contract Number or Our Quote Number, Bill-To and Ship-To Address (Cannot ship to a PO Box), Period of Performance (if applicable), and a Signature of a duly Authorized Representative. Page 2 of 2 From: DUTTON-LEYDA, TRAVIS K. To: LAMBOY, HEATHER L.; MOORE, MARGARET R. Subject: RE: OpenGov & Santa Fe - Agreement Approval Steps Date: Monday, July 21, 2025 4:10:00 PM Attachments: image001.png image003.png image004.png Great, I’ll include them in the packet. Do y’all have the updated memo? And here is my determination. Greetings, Based on the provided scope of work, it has been classified as General Services. This determination is solely focused on that classification and does not address whether the scope of work or procurement method complies with all relevant legal requirements. I reserve the right to modify this determination should the scope of work differ from what was originally submitted. The procurement must follow the processes and procedures established by the City of Santa Fe, Central Purchasing, the Procurement Manual, and applicable state statutes. Please note: · Save this email as a PDF and upload it into the corresponding packet and Munis records. · Check with WorkQuest dba Horizons of New Mexico (vendor # 8673) (mloehman@horizonsofnewmexico.org) if this service appears on their approved list. · If your request includes anything that needs to be reviewed and preapproved by another City Department/Division, please send the same SOW to the corresponding email address and include their response in your packet/Munis. -Treasury (Point of Sale Systems) – questions: drsena@santafenm.gov; clromero@santafenm.gov. Request signature from: clromero@santafenm.gov -IT components (everything IT) – questions: ereview@santafenm.gov. Request signature from: edcandelaria@santafenm.gov; Copy: zxdushdurova@santafenm.gov; lenobes@santafenm.gov; lfworstell@santafenm.gov -Vehicles – questions: fleet@santafenm.gov. Request signature from: dmjaramillo@santafenm.gov -Grants – questions: grants@santafenm.gov. Request signature from: evlujan@santafenm.gov - Construction, Facilities, Furniture, Fixtures, Equipment, etc. – questions: fmdreview@santafenm.gov. Request signature from: jsburnett@santafenm.gov -Emergency Related Purchases – questions oem@santafenm.govand. Request signature from: bgwilliams@santafenm.gov -Asset over $5k – questions: accountspayable@santafenm.gov. Request signature from: jxbolden@santafenm.gov · Ensure that the appropriate templates and forms are used https://intranet.santafenm.gov/finance_1 and documented procedures/laws/rules are followed. · > $20k per year, when processing this procurement, please ensure the procurement number issued by Munis and the procurement name are used in the appropriate documents and the subject of emails. · If you are processing a procurement where the forecasted amount is =/> $60k, per NMSA 1978, Section 13-1-102, the procurement method must be ITB (if you choose not to use a cooperative or an existing contract). If you feel you need to process an RFP, you must get an Authorization and Plan approved before you process. · < $20k per year, one quote is acceptable. · From $20k to $60k per year, if you aren’t using a cooperative or existing contract, you must provide 3 quotes in your req. Must use the Munis Bid Module, OpenGov, or Pavilion. · Identify your funding source and notify Purchasing. It's essential to determine the funding source early, as it impacts the required documentation and contract language. For example, if federal funds are being used, specific federal provisions must be included in both the procurement request and the resulting contract. Notifying Purchasing of the funding source upfront ensures compliance and avoids delays. · Follow the link below to review existing price agreements, contracts, or cooperative agreements that might be applicable to this request. You might be able to use an existing price agreement/contract to save time and money. · Pavilion: Free Cooperative Contract Search for Governments (please work with Purchasing if you think you found an existing or cooperative contract that might work) · Submit via Submit Purchase Requests or the appropriate email address: · Determination requests to purchasing_det@santafenm.gov · All other requests to purchasing@santafenm.gov Thank you for submitting this scope of work for my review. Book time to meet with me Regards, Travis Dutton-Leyda, City of Santa Fe Chief Procurement Officer 200 Lincoln Avenue Santa Fe, NM 87501 505-629-8351 tkduttonleyda@santafenm.gov Vendor Registration Sites and Current Procurement Opportunities: [Current] https://santafenm.munisselfservice.com/vss/ [Transitioning] https://procurement.opengov.com/portal/santafenm [Current] https://www.withpavilion.com/ Internal Link: https://intranet.santafenm.gov/central_purchasing_division_cpd “A journey of a thousand miles begins with a single step” ~ Lao Tzu From: LAMBOY, HEATHER L. Sent: Monday, July 21, 2025 4:04 PM To: DUTTON-LEYDA, TRAVIS K. ; MOORE, MARGARET R. Subject: RE: OpenGov & Santa Fe - Agreement Approval Steps Hi Travis, Those are the correct attachments. Thanks! Best, Heather L. Lamboy, AICP Director, Planning & Land Use Department 200 Lincoln Ave, Box 909 Santa Fe, NM 87505 (505) 470-5281 From: DUTTON-LEYDA, TRAVIS K. Sent: Monday, July 21, 2025 2:20 PM To: LAMBOY, HEATHER L. ; MOORE, MARGARET R. Subject: FW: OpenGov & Santa Fe - Agreement Approval Steps Good afternoon, are these the correct attachments? Thank you. Regards, Travis Dutton-Leyda Chief Procurement Officer City of Santa Fe 200 Lincoln Avenue Santa Fe, NM 87501 505-629-8351 tkduttonleyda@santafenm.gov Book time to meet with me https://santafenm.gov/finance-2/purchasing-1 Vendor Registration Sites and Current Procurement Opportunities: [Current] https://santafenm.munisselfservice.com/vss/ [Transitioning] https://procurement.opengov.com/portal/santafenm [Current] https://www.withpavilion.com/ Internal Link: https://intranet.santafenm.gov/central_purchasing_division_cpd “A journey of a thousand miles begins with a single step” ~ Lao Tzu From: Andrew Kercado Sent: Monday, July 21, 2025 1:59 PM To: DUTTON-LEYDA, TRAVIS K. Subject: Fwd: OpenGov & Santa Fe - Agreement Approval Steps CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. Here is the Quote and SOW! ---------- Forwarded message --------- From: Andrew Kercado Date: Thu, Jun 26, 2025 at 3:55 PM Subject: OpenGov & Santa Fe - Agreement Approval Steps To: DUTTON-LEYDA, TRAVIS K. , Cc: Danny Stagliano , David Bar-Or Hi Heather & Travis, Thank you for talking some time to sync on the agreement approval process. We are excited to expand our partnership and help Heather & Team with the City's Permitting goals! To keep us all on the same page, here were the approval steps I took down: Heather to submit documents for legal approval today - calling out that terms are same as previous agreements Heather to work with City Clerk to ensure there is space July 30th Governing Body meeting for our item Heather & Travis to submit agreement in that workflow you were sharing today (I don't know the name of it :) ) July 11th Deadline to have agreement reviewed and submitted for agendas July 23rd - Quality of Life Agenda July 28th - Finance Committee Agenda July 30th - Governing Body Agenda David will also work with the Public Works Team on their Capital Planning agreement concurrently. Do these steps look right? Let me know if I missed any steps or if you require any additional information from us! -Andrew -- Andrew Kercado Director, Sales - US West (805) 878-9706 OpenGov.com -- Andrew Kercado Director, Sales - US West (805) 878-9706 OpenGov.com Region 14 ESC Contract # 01-165 for Software Products and Services with Vertosoft, LLC Effective: May 1, 2023 Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. RFP Response for Software Products and Services 07-23 Presented by: Vertosoft LLC 1602 Village Market Blvd. #320 Leesburg, VA 20175 DUNS# 080431574 & Cage Code: 7QV38 GSA Contract # GS-35F-688GA Certified Small Business Concern Federal Tax ID: 81-3911287 Chet Hayes Chief Technology Officer 571.707.4137 chet@vertosoft.com www.vertosoft.com 03/23/2022 Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. Table of Contents Tab 1 – Master Agreement / Signature Form ................................................................................. 1 Tab 2 – NCPA Administration Agreement ................................................................................... 11 Tab 3 – Vendor Questionnaire ...................................................................................................... 15 Tab 4 – Vendor Profile ................................................................................................................. 18 Tab 5 – Products and Services / Scope ......................................................................................... 26 Tab 6 – References........................................................................................................................ 37 Tab 7 – Pricing .............................................................................................................................. 40 Tab 8 – Value Added Products and Services ................................................................................ 41 Tab 9 – Required Documents ....................................................................................................... 43 Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 1 Tab 1 – Master Agreement / Signature Form MASTER AGREEMENT - GENERAL TERMS AND CONDITIONS Customer Support The vendor shall provide timely and accurate technical advice and sales support. The vendor shall respond to such requests within one (1) working day after receipt of the request. Disclosures Respondent affirms that he/she has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this contract. The respondent affirms that, to the best of his/her knowledge, the offer has been arrived at independently, and is submitted without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this contract. Renewal of Contract Unless otherwise stated, all contracts are for a period of three (3) years with an option to renew for up to two (2) additional one-year terms or any combination of time equally not more than 2 years if agreed to by Region 14 ESC and the vendor. Funding Out Clause Any/all contracts exceeding one (1) year shall include a standard “funding out” clause. A contract for the acquisition, including lease, of real or personal property is a commitment of the entity’s current revenue only, provided the contract contains either or both of the following provisions: Retains to the entity the continuing right to terminate the contract at the expiration of each budget period during the term of the contract and is conditioned on a best efforts attempt by the entity to obtain appropriate funds for payment of the contract. Shipments (if applicable) The awarded vendor shall ship ordered products within seven (7) working days for goods available and within four (4) to six (6) weeks for specialty items after the receipt of the order unless modified. If a product cannot be shipped within that time, the awarded vendor shall notify the entity placing the order as to why the product has not shipped and shall provide an estimated shipping date. At this point the participating entity may cancel the order if estimated shipping time is not acceptable. Tax Exempt Status Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 2 Since this is a national contract, knowing the tax laws in each state is the sole responsibility of the vendor. Payments The entity using the contract will make payments directly to the awarded vendor or their affiliates (distributors/business partners/resellers) as long as written request and approval by NCPA is provided to the awarded vendor. Adding Authorized Distributors/Dealers Awarded vendors may submit a list of distributors/partners/resellers to sell under their contract throughout the life of the contract. Vendor must receive written approval from NCPA before such distributors/partners/resellers considered authorized. Purchase orders and payment can only be made to awarded vendor or distributors/ business partners/resellers previously approved by NCPA. Pricing provided to members by added distributors or dealers must also be less than or equal to the pricing offered by the awarded contract holder. All distributors/partners/resellers are required to abide by the Terms and Conditions of the vendor's agreement with NCPA. Pricing All pricing submitted shall include the administrative fee to be remitted to NCPA by the awarded vendor. It is the awarded vendor’s responsibility to keep all pricing up to date and on file with NCPA. All deliveries shall be freight prepaid, F.O.B. destination and shall be included in all pricing offered unless otherwise clearly stated in writing Warranty Proposal should address the following warranty information: • Applicable warranty and/or guarantees of equipment and installations including any conditions and response time for repair and/or replacement of any components during the warranty period. • Availability of replacement parts • Life expectancy of equipment under normal use • Detailed information as to proposed return policy on all equipment Products: Vendor shall provide equipment, materials and products that are new unless otherwise specified, of good quality and free of defects Construction: Vendor shall perform services in a good and workmanlike manner and in accordance with industry standards for the service provided. Safety Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 3 Vendors performing services shall comply with occupational safety and health rules and regulations. Also all vendors and subcontractors shall be held responsible for the safety of their employees and any conditions that may cause injury or damage to persons or property. Permits Since this is a national contract, knowing the permit laws in each state is the sole responsibility of the vendor. Indemnity The awarded vendor shall protect, indemnify, and hold harmless Region 14 ESC and its participants, administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the vendor, vendor employees or vendor subcontractors in the preparation of the solicitation and the later execution of the contract. Franchise Tax The respondent hereby certifies that he/she is not currently delinquent in the payment of any franchise taxes. Supplemental Agreements The entity participating in this contract and awarded vendor may enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in this contract i.e. invoice requirements, ordering requirements, specialized delivery, etc. Any supplemental agreement developed as a result of this contract is exclusively between the participating entity and awarded vendor. Certificates of Insurance Certificates of insurance shall be delivered to the Public Agency prior to commencement of work. The insurance company shall be licensed in the applicable state in which work is being conducted. The awarded vendor shall give the participating entity a minimum of ten (10) days notice prior to any modifications or cancellation of policies. The awarded vendor shall require all subcontractors performing any work to maintain coverage as specified. Legal Obligations It is the Respondent’s responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services identified in this RFP and any awarded contract and shall comply with all while fulfilling the RFP. Applicable laws and regulation must be followed even if not specifically identified herein. Protest A protest of an award or proposed award must be filed in writing within ten (10) days from the date of the official award notification and must be received by 5:00 pm CST. Protests shall be filed with Region 14 ESC and shall include the following: • Name, address and telephone number of protester Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 4 • Original signature of protester or its representative • Identification of the solicitation by RFP number • Detailed statement of legal and factual grounds including copies of relevant documents and the form of relief requested Any protest review and action shall be considered final with no further formalities being considered. Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders and regulation of any kind of government of the United States or any civil or military authority; insurrections; riots; epidemics; pandemic; landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty Prevailing Wage It shall be the responsibility of the Vendor to comply, when applicable, with the prevailing wage legislation in effect in the jurisdiction of the purchaser. It shall further be the responsibility of the Vendor to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of this contract and adjust wage rates accordingly. Termination Either party may cancel this contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of cancellation. After the 30th business day all work will cease following completion of final purchase order. Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 5 Open Records Policy Because Region 14 ESC is a governmental entity responses submitted are subject to release as public information after contracts are executed. If a vendor believes that its response, or parts of its response, may be exempted from disclosure, the vendor must specify page-by-page and line-by-line the parts of the response, which it believes, are exempt. In addition, the respondent must specify which exception(s) are applicable and provide detailed reasons to substantiate the exception(s). The determination of whether information is confidential and not subject to disclosure is the duty of the Office of Attorney General (OAG). Region 14 ESC must provide the OAG sufficient information to render an opinion and therefore, vague and general claims to confidentiality by the respondent are not acceptable. Region 14 ESC must comply with the opinions of the OAG. Region14 ESC assumes no responsibility for asserting legal arguments on behalf of any vendor. Respondent are advised to consult with their legal counsel concerning disclosure issues resulting from this procurement process and to take precautions to safeguard trade secrets and other proprietary information. Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 6 PROCESS Region 14 ESC will evaluate proposals in accordance with, and subject to, the relevant statutes, ordinances, rules, and regulations that govern its procurement practices. NCPA will assist Region 14 ESC in evaluating proposals. Award(s) will be made to the prospective vendor whose response is determined to be the most advantageous to Region 14 ESC, NCPA, and its participating agencies. To qualify for evaluation, response must have been submitted on time, and satisfy all mandatory requirements identified in this document. Contract Administration The contract will be administered by Region 14 ESC. The National Program will be administered by NCPA on behalf of Region 14 ESC. Contract Term The contract term will be for three (3) year starting from the date of the award. The contract may be renewed for up to two (2) additional one-year terms or any combination of time equally not more than 2 years. It should be noted that maintenance/service agreements may be issued for up to (5) years under this contract even if the contract only lasts for the initial term of the contract. NCPA will monitor any maintenance agreements for the term of the agreement provided they are signed prior to the termination or expiration of this contract. Contract Waiver Any waiver of any provision of this contract shall be in writing and shall be signed by the duly authorized agent of Region 14 ESC. The waiver by either party of any term or condition of this contract shall not be deemed to constitute waiver thereof nor a waiver of any further or additional right that such party may hold under this contract. Price Increases Should it become necessary, price increase requests may be submitted at any point during the term of the contract by written amendment. Included with the request must be documentation and/or formal cost justification for these changes. Requests will be formally reviewed, and if justified, the amendment will be approved. Products and Services Additions New Products and/or Services may be added to the resulting contract at any time during the term by written amendment, to the extent that those products and/or services are within the scope of this RFP. Competitive Range It may be necessary for Region 14 ESC to establish a competitive range. Responses not in the competitive range are unacceptable and do not receive further award consideration. Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 7 Deviations and Exceptions Deviations or exceptions stipulated in response may result in disqualification. It is the intent of Region 14 ESC to award a vendor’s complete line of products and/or services, when possible. Estimated Quantities While no minimum volume is guaranteed, the estimated (but not limited to) annual volume for Products and Services purchased under the proposed Master Agreement is $150 million dollars annually. This estimate is based on the anticipated volume of Region 14 ESC and current sales within the NCPA program. Evaluation Region 14 ESC will review and evaluate all responses in accordance with, and subject to, the relevant statutes, ordinances, rules and regulations that govern its procurement practices. NCPA will assist the lead agency in evaluating proposals. Recommendations for contract awards will be based on multiple factors, each factor being assigned a point value based on its importance. Formation of Contract A response to this solicitation is an offer to contract with Region 14 ESC based upon the terms, conditions, scope of work, and specifications contained in this request. A solicitation does not become a contract until it is accepted by Region 14 ESC. The prospective vendor must submit a signed Signature Form with the response thus, eliminating the need for a formal signing process. Contract award letter issued by Region 14 ESC is the counter- signature document establishing acceptance of the contract. NCPA Administrative Agreement The vendor will be required to enter and execute the National Cooperative Purchasing Alliance Administration Agreement with NCPA upon award with Region 14 ESC. The agreement establishes the requirements of the vendor with respect to a nationwide contract effort. Clarifications/Discussions Region 14 ESC may request additional information or clarification from any of the respondents after review of the proposals received for the sole purpose of elimination minor irregularities, informalities, or apparent clerical mistakes in the proposal. Clarification does not give respondent an opportunity to revise or modify its proposal, except to the extent that correction of apparent clerical mistakes results in a revision. After the initial receipt of proposals, Region 14 ESC reserves the right to conduct discussions with those respondent’s whose proposals are determined to be reasonably susceptible of being selected for award. Discussions occur when oral or written communications between Region 14 ESC and respondent’s are conducted for the purpose clarifications involving information essential for determining the acceptability of a proposal or that provides respondent an opportunity to revise or modify its proposal. Region 14 ESC will not assist respondent bring its proposal up to the level of other proposals through discussions. Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 8 Region 14 ESC will not indicate to respondent a cost or price that it must meet to neither obtain further consideration nor will it provide any information about other respondents’ proposals or prices. Multiple Awards Multiple Contracts may be awarded as a result of the solicitation. Multiple Awards will ensure that any ensuing contracts fulfill current and future requirements of the diverse and large number of participating public agencies. Past Performance Past performance is relevant information regarding a vendor’s actions under previously awarded contracts; including the administrative aspects of performance; the vendor’s history of reasonable and cooperative behavior and commitment to customer satisfaction; and generally, the vendor’s businesslike concern for the interests of the customer. Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 9 EVALUATION CRITERIA Pricing (40 points) Electronic Price Lists • Products, Services, Warranties, etc. price list • Prices listed will be used to establish both the extent of a vendor’s product lines, services, warranties, etc. available from a particular bidder and the pricing per item. Ability to Provide and Perform the Required Services for the Contract (25 points) • Product Delivery within participating entities specified parameters • Number of line items delivered complete within the normal delivery time as a percentage of line items ordered. • Vendor’s ability to perform towards above requirements and desired specifications. • Past Cooperative Program Performance • Quantity of line items available that are commonly purchased by the entity. • Quality of line items available compared to normal participating entity standards. References and Experience (20 points) • A minimum of ten (10) customer references for product and/or services of similar scope dating within past 3 years • Respondent Reputation in marketplace • Past Experience working with public sector. • Exhibited understanding of cooperative purchasing Value Added Products/Services Description, (8 points) • Additional Products/Services related to the scope of RFP • Marketing and Training • Minority and Women Business Enterprise (MWBE) and (HUB) Participation • Customer Service Technology for Supporting the Program (7 points) • Electronic on-line catalog, order entry use by and suitability for the entity’s needs • Quality of vendor’s on-line resources for NCPA members. • Specifications and features offered by respondent’s products and/or services Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 10 SIGNATURE FORM The undersigned hereby proposes and agrees to furnish goods and/or services in strict compliance with the terms, specifications and conditions at the prices proposed within response unless noted in writing. The undersigned further certifies that he/she is an officer of the company and has authority to negotiate and bind the company named below and has not prepared this bid in collusion with any other Respondent and that the contents of this proposal as to prices, terms or conditions of said bid have not been communicated by the undersigned nor by any employee or agent to any person engaged in this type of business prior to the official opening of this proposal. Prices are guaranteed: 120 days ______________________________________________________________________ Company Name ______________________________________________________________________ Address ______________________________________________________________________ City State Zip ______________________________________________________________________ Telephone Number Fax Number ______________________________________________________________________ Email Address ______________________________________________________________________ Printed Name Position ______________________________________________________________________ Authorized SignatureVertosoft LLC1602 Village Market Blvd SE Suite 320LeesburgVA20175571.707.4137chet@vertosoft.comChet HayesChief Technology Officer Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 11 Tab 2 – NCPA Administration Agreement This Administration Agreement is made as of , by and between National Cooperative Purchasing Alliance (“NCPA”) and (“Vendor”). Recitals WHEREAS, Region 14 ESC has entered into a certain Master Agreement dated , referenced as Contract Number , by and between Region 14 ESC and Vendor, as may be amended from time to time in accordance with the terms thereof (the “Master Agreement”), for the purchase of Software Products and Services; WHEREAS, said Master Agreement provides that any state, city, special district, local government, school district, private K-12 school, technical or vocational school, higher education institution, other government agency or nonprofit organization (hereinafter referred to as “public agency” or collectively, “public agencies”) may purchase products and services at the prices indicated in the Master Agreement; WHEREAS, NCPA has the administrative and legal capacity to administer purchases under the Master Agreement to public agencies; WHEREAS, NCPA serves as the administrative agent for Region 14 ESC in connection with other master agreements offered by NCPA WHEREAS, Region 14 ESC desires NCPA to proceed with administration of the Master Agreement; WHEREAS, NCPA and Vendor desire to enter into this Agreement to make available the Master Agreement to public agencies on a national basis; NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, NCPA and Vendor hereby agree as follows: General Terms and Conditions • The Master Agreement, attached hereto as Exhibit 1 and incorporated herein by reference as though fully set forth herein, and the terms and conditions contained therein shall apply to this Administration Agreement except as expressly changed or modified by this Administration Agreement. • NCPA shall be afforded all of the rights, privileges and indemnifications afforded to Region 14 ESC under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to NCPA under this Administration Agreement including, but not limited to, Contractor’s obligation to provide appropriate insurance and certain indemnifications to Region 14 ESC. • Contractor shall perform all duties, responsibilities and obligations required under the Master Agreement in the time and manner specified by the Master Agreement. VertosoftLLC 01-165May 1, 2023 May 1 2023DocuSign Envelope ID: 893CAB3A-488C-438A-BEE5-D6017D175062 Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 12 • NCPA shall perform all of its duties, responsibilities, and obligations as administrator of purchases under the Master Agreement as set forth herein, and Contractor acknowledges that NCPA shall act in the capacity of administrator of purchases under the Master Agreement. • With respect to any purchases made by Region 14 ESC or any Participating Agency pursuant to the Master Agreement, NCPA (a) shall not be construed as a dealer, re- marketer, representative, partner, or agent of any type of Contractor, Region 14 ESC, or such Participating Agency, (b) shall not be obligated, liable or responsible (i) for any orders made by Region 14 ESC, any Participating Agency or any employee of Region 14 ESC or Participating Agency under the Master Agreement, or (ii) for any payments required to be made with respect to such order, and (c) shall not be obligated, liable or responsible for any failure by the Participating Agency to (i) comply with procedures or requirements of applicable law, or (ii) obtain the due authorization and approval necessary to purchase under the Master Agreement. NCPA makes no representations or guaranties with respect to any minimum purchases required to be made by Region 14 ESC, any Participating Agency, or any employee of Region 14 ESC or Participating Agency under this Administration Agreement or the Master Agreement. • With respect to any supplemental agreement entered into between a Participating Agency and Contractor pursuant to the Master Agreement, NCPA, its agents, members and employees shall not be made party to any claim for breach of such agreement. • This Administration Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, and no other agreement, statement, or promise relating to the subject matter of this Administrative Agreement which is not contained herein shall be valid or binding. • Contractor agrees to allow NCPA to use their name and logo within website, marketing materials and advertisement. Any use of NCPA name and logo or any form of publicity regarding this Administration Agreement or the Master Agreement by Contractor must have prior approval from NCPA. • If any action at law or in equity is brought to enforce or interpret the provisions of this Administration Agreement or to recover any administrative fee and accrued interest, the prevailing party shall be entitled to reasonable attorney’s fees and costs in addition to any other relief to which such party may be entitled. • Neither this Administration Agreement nor any rights or obligations hereunder shall be assignable by Contractor without prior written consent of NCPA, provided, however, that the Contractor may, without such written consent, assign this Administration Agreement and its rights and delegate its obligations hereunder in connection with the transfer or sale of all or substantially all of its assets or business related to this Administration Agreement, or in the event of its merger, consolidation, change in control or similar transaction. Any permitted assignee shall assume all assigned obligations of its assignor under this Administration Agreement. • This Administration Agreement and NCPA’s rights and obligations hereunder may be assigned at NCPA’s sole discretion, to an existing or newly established legal entity that has the authority and capacity to perform NCPA’s obligations hereunder. Term of Agreement This Agreement shall be in effect so long as the Master Agreement remains in effect, provided, however, that the obligation to pay all amounts owed by Vendor to NCPA through the termination of this Agreement and all indemnifications afforded by Vendor to NCPA shall survive the term of this Agreement.DocuSign Envelope ID: 893CAB3A-488C-438A-BEE5-D6017D175062 Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 16 If awarded a Master Agreement, will your company extend the terms offered in your Proposal to public agencies in Canada? If no or maybe, please explain. X Yes  Maybe  No If awarded a Master Agreement, will your company extend the terms offered in your Proposal to private sector customers?  Yes  Maybe X No Minority and Women Business Enterprise (MWBE) and (HUB) Participation It is the policy of some entities participating in NCPA to involve minority and women business enterprises (MWBE) and historically underutilized businesses (HUB) in the purchase of goods and services. Respondents shall indicate below whether or not they are an M/WBE or HUB certified.  Minority/Women Business Enterprise Respondent Certifies that this firm a Minority / Women Business Enterprise  Historically Underutilized Business Respondent Certifies that this firm is a Historically Underutilized Business Small Business, MWBE and HUB Growth If Proposer is a Large, National or Multinational Organization/Corporation, what programs are in place that partners or supports the growth of small and MWEB and HUB business? If yes, please describe. X N/A, we are a recognized small, MWEB or HUB organization Vertosoft is a Certified Virginia Small Business Concern: 725842  No, we do not have any programs in place.  Yes, we have programs in place. Residency Responding Company’s principal place of business is in the city of Leesburg , State of Virginia . Felony Conviction Notice Please Check Applicable Box (If the 3rd box is checked, a detailed explanation of the names and convictions must be attached):  A publicly held corporation; therefore, this reporting requirement is not applicable. X Is not owned or operated by anyone who has been convicted of a felony.  Is owned or operated by the following individual(s) who has been convicted of a felony Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 18 Tab 4 – Vendor Profile Please provide the following information about your company: • Company’s official registered name. Vertosoft LLC • Brief history of your company, including the year it was established. Established in 2016, Vertosoft LLC (Vertosoft) is focused on delivering innovative and emerging technologies and services to organizations such as NCPA and public sector agencies. Consistent with our singular focus on public sector agencies, Vertosoft has deep knowledge and experience supporting all phases of the acquisition life cycle. We specialize in providing services to emerging technology companies and the public sector agencies they serve. Strategic sourcing is our forte, streamlining the time required to provide critical technology and services to government end users at reduced prices. We provide NCPA members the flexibility, agility, and responsiveness of a certified small business with the experience of a large organization. Vertosoft’s staff is widely respected and relied upon for its professional, ethical business approach. Our success is based upon the leadership of a highly-experienced management team, and our staff has deep expertise in meeting each agency’s specific requirements and, in the technology required to satisfy those requirements. • Company’s Dun & Bradstreet (D&B) number. 080431574 [REST OF PAGE INTENTIONALLY BLANK] Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 19 • Company’s organizational chart of those individuals that would be involved in the contract. • Corporate office location. Vertosoft’s corporate office is located at 1602 Village Market Blvd. #320 in Leesburg, VA. This is also the location for our national sales support center for our sales teams across the country. As Vertosoft focuses exclusively on software and SaaS solutions, we do not have the need for traditional hardware service centers. o List the number of sales and services offices for states being bid in solicitation. Vertosoft has additional locations in Charleston, SC, Raleigh, NC, Philadelphia, PA, and Tacoma, WA. o List the names of key contacts at each with title, address, phone and e-mail address. Vertosoft will manage the contract from our national sales center in Leesburg, Virginia. The key contacts in support of this contract will be: i. Executive Support Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 20 Jay Colavita, President jay@vertosoft.com 703.568.4703 ii. Marketing Mary Dawson mary@vertosoft.com 703.298.5052 iii. Sales Josh Slattery, VP of Technology Sales josh@vertosoft.com 703.915.7856 iv. Sales Support Nur Rahman, Director of Operations nur@vertosoft.com 571.355.5347 v. Financial Reporting Michael DiPlacido, Government Contract Manager michael@vertosoft.com 484.620.4567 vi. Accounts Payable Hannah Xiu, Chief Financial Officer hannah@vertosoft.com 571.216.2502 vii. Contracts Michael DiPlacido, Government Contract Manager michael@vertosoft.com 484.620.4567 • Define your standard terms of payment. Vertosoft’s payment terms are NET 30 and we accept both purchase orders and credit/procurement cards as forms of payment. When a credit card is used as a form of payment, we do require a call with our finance department to help reduce errors and fraud. • Who is your competition in the marketplace? ImmixGroup, DLT, Carahsoft • Provide Annual Sales for last 3 years broken out into the following categories: o Cities / Counties o K-12 o Higher Education o Other government agencies or nonprofit organizations Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 21 • What differentiates your company from competitors? Vertosoft is committed to providing the highest quality of service to NCPA members through this contract. To facilitate this high level of service, Vertosoft maintains an ISO 9001:2015 certification that demonstrates Vertosoft’s commitment to the highest level of excellence and customer satisfaction. Our Quality Management program supports our core business processes and provides the tools through which we measure, control, and improve these processes which include: • Maintaining product catalogs and price lists on different government contract vehicles. • Error free quoting to the government on behalf of our technology partners. • Efficient purchase order (PO) processing from our public sector customers. • Efficient PO delivery to our technology partners. • Accurate invoice creation for public sector customers for solutions delivered by our technology partners. • Customer satisfaction measurement with the overall procurement process experience through Vertosoft. Vertosoft’s expertise is largely focused on emerging technology companies that are providing the most innovative and cutting-edge technology to public sector organizations. While some resellers try to offer as many products as possible and convince organizations this is valuable, they are unable to develop any sort of expertise or understanding of what they are selling, resulting in agencies getting a less than optimal solution. Vertosoft focuses on the best of the best and builds a deep understanding of those innovative products and how to employ those products to best meet the needs of the agency. Every public agency who buys from Vertosoft is assigned a Customer Success Manager (CSM). This CSM is a United States Citizen, and a resource for the agency to ensure the correct software was delivered, and they have quick and easy access to support from the software supplier if needed. The CSM acts a champion on behalf of the agency to the supplier to ensure the highest level of service. • Describe how your company will market this contract if awarded. Vertosoft maintains a dedicated public sector sales team with multiple years of experience utilizing national contracts such as NCPA for our customers. Our sales team will partner with Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 22 the NCPA marketing to educate public sector organizations in the value of using the contract and encourage them to utilize the vehicle for purchases. Vertosoft’s Software Manufacturer Partners have established national sales forces that include public sector entities. As part of our Partner’s selling efforts into these entities they will encourage potential customers to use the contract to acquire the desired technology solution. Within the first 14 days after award Vertosoft will issue a co-branded press release announcing the award and specific details of the contract. This will be combined with targeted social media postings to promote the use of the contract for eligible public sector organizations. Within 30 days after award, Vertosoft will launch a dedicated web site with the NCPA standard logo. The website will have a copy of the original request for proposal, copy of the contract, summary of products being offered, marketing materials, and a link to NCPA website. Vertosoft will also include a dedicated toll-free number and email address for NCPA participating entities. Within 60 days after award, Vertosoft will execute a dedicated email and contact campaign to notify existing and potential public sector agencies about the contract and provide guidance on how to leverage the contract in the future. • Describe how you intend to introduce NCPA to your company. Within 7 days after award, Vertosoft Executive Leadership will sponsor a kick-off meeting with the Vertosoft sales team where the contract will be endorsed, and the sales team educated on the terms and conditions of the contract. In addition, a NCPA microsite will be created on Vertosoft’s internal corporate Intranet. This will include key information about the contract, points of contact, how to use the contract to place an order, and the product catalog. This will be an ongoing tool to help the internal sales team leverage the contract on an ongoing basis. Withing 30 days after award, Vertosoft will meet with the individual public sector sales teams of the respective software manufacturers being offered to educate them on the terms and conditions. This will provide a force multiplier effect by having not only the Vertosoft sales team position the contract, but also having the software manufacturers position the contract as part of their sales cadence. • Describe your firm’s capabilities and functionality of your on-line catalog / ordering website. Vertosoft does provide our entire catalog of software and solutions on our website, and will be available under a public microsite dedicated to the NCPA contract. As Vertosoft specializes in software, we work directly with participating entities to identify the challenges they are trying to address, and we provide them with a potential solution that is part of our catalog of products. We inform the participating Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 23 entity of an efficient procurement path via the catalog and execute the contract through their standard procurement process. • Describe your company’s Customer Service Department (hours of operation, number of service centers, etc.) Vertosoft’s national service center is in Leesburg, Virginia. The service center operates Monday – Friday between 8AM ET – 8PM ET and is staffed by US Citizens. Vertosoft does offer mission critical support services that would provide 24hr x 7 x 365 services if needed. • Green Initiatives (if applicable) o As our business grows, we want to make sure we minimize our impact on the Earth’s climate. We are taking every step we can to implement innovative and responsible environmental practices throughout NCPA to reduce our carbon footprint, reduce waste, energy conservation, ensure efficient computing and much more. To that effort we ask respondents to provide their companies environmental policy and/or green initiative. As a software distributor, Vertosoft has a naturally low impact on the environment. However, Vertosoft maintains a corporate Sustainability Policy which is provided below: Vertosoft LLC strives to be a leader in environmental sustainability and believes that a successful future for our business and the customers we serve depends on the sustainability of the environment, communities, and economies in which we operate. As a responsible corporate citizen, we bear a responsibility to consider the impacts of our actions and how they affect the environment both directly in terms of our own operation, and indirectly through our purchasing decisions, the products, and services we offer to our customers and the business opportunities we pursue. We are committed to minimizing the impact of our operations on the environment and to demonstrating leadership by integrating environmental considerations into all our business practices. We are committed to protecting the environment through responsible management of our operations and give appropriate weight and consideration to this environmental policy when making future planning and investment decisions. Vertosoft LLC will set targets and objectives, within the scope of the environmental management system, to achieve continual improvement and a sustainable development; Vertosoft LLC will establish and periodically review and report progress on objectives and targets in the pursuit of continual improvement in our environmental management system for the purpose of enhancing our environmental performance and ongoing prevention of pollution. Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 24 Vertosoft LLC will minimize the environmental impacts of our own operations through best practice management of use of our energy, transportation, material consumption, water use, waste and emissions. Vertosoft will also encourage suppliers, subcontractors, retailers and recyclers of our products to adopt the same environmental principals as Vertosoft LLC; Vertosoft LLC will raise employee awareness and support employee creativity and enthusiasm with respect to implementing our environmental policies, guidelines, programs, and initiatives. Vertosoft will also continually promote environmental awareness, responsibility, and best practices and to support the environmental sustainability culture of our company through education and in-house initiatives to reduce our environmental footprint. • Anti-Discrimination Policy (if applicable) o Describe your organizations’ anti-discrimination policy. As a federal contractor, it is the policy of Vertosoft LLC to take affirmative action as called for by applicable laws and executive orders to: • Provide equal employment opportunities to all qualified persons and recruit, hire, train, terminate, promote, and compensate persons in all jobs without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, age, disability, genetic information or characteristics, protected veteran status, or other protected classifications in accordance with federal law. • Administer personnel actions in areas such as compensation, benefits, transfers, layoffs and recalls, Company-sponsored education training, tuition assistance, and social and recreational programs to ensure that no employees are discriminated against. • Ensure employment decisions are made in furtherance of the objective of equal employment including, but not limited to: o Recruitment and selection–Recruitment and hiring of all personnel is accomplished without discrimination against any individual whose status is protected by applicable state or local law. o Promotion–Individuals will be upgraded and promoted on the basis of their abilities, skills, and experience. The Company will undertake good faith efforts to ensure that minority and women employees, disabled individuals, and covered veterans, who are qualified, as well as those who become qualified through training, are considered for promotion. o Transfers–When vacancies occur, the Company will make every good faith effort to effect transfers of qualified minority and women employees, disabled individuals, and covered veterans, into areas where such employees may have been or may now be underutilized. o Terminations–When reductions in Company work force occur, they will be based on nondiscriminatory factors and make every good faith effort to ensure that minorities and women, disabled individuals, and covered veterans are treated in a nondiscriminatory manner. Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 25 • Vendor Certifications (if applicable) o Provide a copy of all current licenses, registrations and certifications issued by federal, state and local agencies, and any other licenses, registrations or certifications from any other governmental entity with jurisdiction, allowing respondent to perform the covered services including, but not limited to, licenses, registrations, or certifications. Certifications can include M/WBE, HUB, and manufacturer certifications for sales and service. Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 26 Tab 5 – Products and Services / Scope Vertosoft is pleased to over NCPA and member agencies access our catalog of emerging and innovative technology companies. A partial list of those vendors and the value they bring has been listed below. These products span a wide range of technology categories including: Big Data and Analytics, Cybersecurity, Business Applications, Machine Learning/Artificial Intelligence, DevSecOps, and Training/Education. A detailed list of part numbers, along with pricing is found in the attached Pricing Spreadsheet. Software Commercial-Off-the-Shelf (COTS) Software, Application Software Alation is the data catalog where everyone in your organization can find the data they need to collaborate, automatically indexing your data by source. Alation automatically indexes your data by source. It also automatically gathers knowledge about your data. Like Google, Alation uses machine learning to continually improve human understanding. Commercial-Off-the-Shelf (COTS) Software, Application Software Government agencies process large volumes of data and documents every day, much of it manually. Repetitive, manual processes slow down employees and the services they provide to the public. As agencies continue to modernize systems, Robotic Process Automation (RPA) can automate repetitive tasks, freeing agency employees to focus on the things only humans do well and not get burdened with monotonous tasks. With RPA from Automation Anywhere, government agencies can create a scalable, secure, and reliable intelligent Digital Workforce that is highly efficient and compliant with all federal mandates. Commercial-Off-the-Shelf (COTS) Software, Security Software BeyondTrust is the worldwide leader in intelligent identity and access security, empowering organizations to protect identities, stop threats, and deliver dynamic access to empower and secure a work-from-anywhere world. Our integrated products and platform offer the industry's most advanced privileged access Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 27 management (PAM) solution, enabling organizations to quickly shrink their attack surface across traditional, cloud and hybrid environments. With a heritage of innovation and a staunch commitment to customers, BeyondTrust solutions are easy to deploy, manage, and scale as agencies evolve. BeyondTrust solutions are deployed in all cabinet level Federal Civilian agencies and over 100+ Defense Department environments. We are trusted across all 4 branches of the DoD, including the 4th estate, with ATO’s both on the classified and unclassified side. Commercial-Off-the-Shelf (COTS) Software, Software as a Service applications Bizagi's industry-leading platform for low-code process automation connects people, applications, robots, and information. As the most business-friendly and flexible solution on the market, Bizagi's cloud-native platform enables true collaboration between business and IT, delivering faster adoption and success. Fueled by a community of millions of users, Bizagi powers over 400 enterprises worldwide. Commercial-Off-the-Shelf (COTS) Software, Communication Software Chainbridge Technologies started developing their first emergency management solutions in 2004, and today their planning, preparedness, response, and recovery systems are utilized by tens of thousands of emergency managers and responders across all levels of government and the private sector. Their innovative use of cloud, mobile, GIS, and social media technologies, combined with policy and operational subject matter expertise, is applicable to the full spectrum of emergency response missions encompassing both All-Hazard and CBRN incidents. Commercial-Off-the-Shelf (COTS) Software, Security Software Claroty's unified platform integrates with customers’ existing infrastructure to provide a full range of controls for visibility, risk and vulnerability management, threat detection, and Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 28 secure remote access. Backed by the world’s largest investment firms and industrial automation vendors, Claroty is deployed by hundreds of organizations at thousands of sites globally. The company is headquartered in New York City and has a presence in Europe, Asia- Pacific, and Latin America. Commercial-Off-the-Shelf (COTS) Software, Application Software DataRobot is the leader in enterprise AI, delivering trusted AI technology and ROI enablement services to global enterprises. DataRobot’s enterprise AI platform democratizes data science with end-to-end automation for building, deploying, and managing machine learning models. This platform maximizes value to the mission by delivering AI at scale and continuously optimizing performance over time. The company’s proven combination of cutting edge software and world-class AI implementation, training, and support services, empowers any organization – regardless of size, industry, or resources – to drive better business outcomes with AI. Commercial-Off-the-Shelf (COTS) Software, Security Software Devo is reinventing logging and security analytics as the next generation SIEM platform for the Public Sector. Devo enables you to ingest data from all your data sources, closing the visibility gap that puts your organization at higher risk. Security Operations integrates with your existing security ecosystem to enrich investigations with valuable context. Being able to seamlessly integrate all your data sources and ease your scaling worries. Devo exceeds your needs with none of the infrastructure management overhead. Stop worrying about search volume and concurrency. Devo supports thousands of always real-time concurrent queries. That’s what confidence in a logging and security analytics platform feels like. Commercial-Off-the-Shelf (COTS) Software, Software for Engineering and Product Development Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 29 Digital.ai is the first enterprise value stream management platform that enables enterprises to focus on outcomes instead of outputs, create greater business value faster, and deliver secure digital experiences their users trust. The Digital.ai Value Stream Platform seamlessly integrates all the disparate tools and processes across the various DevOps initiatives, uses data and AI/ML to create connective tissue between them, and provides the real-time, contextual insights required to drive and sustain successful digital transformation. With Digital.ai, enterprises have the visibility they’ve been seeking to deliver value, drive growth, increase productivity, reduce security risks, and improve customer experience. Commercial-Off-the-Shelf (COTS) Software, Software as a Service applications EcoInteractive provides industry-leading enterprise SaaS solutions to government transportation and environmental organizations nationwide. Our products support a diverse range of critical workflows for agencies planning our country’s vast transportation infrastructure. Our software transforms data into integrated real-time insights that enable the management of transportation improvement projects worth hundreds of billions of dollars. Our SaaS solutions are also extensively utilized in integrating workflow and data sets for the management of environmental projects. Commercial-Off-the-Shelf (COTS) Software, Security Software Enveil is a pioneering data security company protecting Data in Use. Enveil’s business- enabling and privacy-preserving capabilities for secure data search, sharing, and collaboration protect data while it's being used or processed – the 'holy grail' of data encryption. Powered by homomorphic encryption, Enveil’s ZeroReveal® solutions provide Trusted Compute in Untrusted Locations™, allowing organizations to securely derive insights, cross-match, and search third- party data assets without ever revealing the contents of the search itself or compromising the security or ownership of the underlying data. Enveil is NIAP/CSfC-certified to deliver nation- state level protection to the global marketplace. Founded by U.S. Intelligence Community alumni Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 30 with backgrounds in mathematics, algorithmics, and machine learning, Enveil is revolutionizing data security by addressing a Data in Use vulnerability that people have been chasing for more than 20 years. Commercial-Off-the-Shelf (COTS) Software, Application Software The first cloud-based software to manage the end-to-end policymaking process. Policymakers save time and resources with a single source of truth for all policymaking activity. Esper is a mission-driven group of technologists and policy experts passionate about improving the policymaking process in government. Commercial-Off-the-Shelf (COTS) Software, Software for Engineering and Product Development Harness is the industry’s first end-to-end software delivery platform using AI/ML. The modular platform is comprised of Continuous Integration (CI), Continuous Delivery (CD), Cloud-Cost Management (CCM), Feature Flags, Security Test Orchestration (STO), Service Reliability Management (SRM), and Chaos Engineering (CE). Commercial-Off-the-Shelf (COTS) Software, Communication Software, Security Software, Application Software, Software for Engineering and Product Development, Database Software, Information Worker Software HCL is a next-generation global technology company that helps enterprises reimagine their businesses for the digital age. Its technology products, services and engineering are built on four decades of innovation, with a world- renowned management philosophy, a strong culture of invention, and a relentless focus on customer relationships. HCL serves leading enterprises across key industries, including 250 of the Fortune 500 and 650 of the Global 2000. Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 31 Commercial-Off-the-Shelf (COTS) Software, Industrial Automation Software iDocket offers public access to judicial information, e-Filing, e-Recording, and property records from an ever-increasing number of the nation's local governments. Among the government services offered is iDocket’s innovative local government software for other judicial processes, such as arrest, indictment, and final adjudication. This was specifically designed for government officials, including Judges, Sheriffs, District/County Attorneys, County/District Clerks, and Justices of the Peace. Commercial-Off-the-Shelf (COTS) Software, Educational Software 77% of security leaders say that gamification could be used to make their organization safer. Instead of checkbox training that’s forgotten in days, our technology uses game mechanics and encourages creativity to meet objectives relevant to a user’s role. Immersive Labs contains hundreds of cyber skill experiences and content for red teams, penetration testers and ethical hackers. And we’re always adding more powered by the very latest threat intelligence. Commercial-Off-the-Shelf (COTS) Software, Security Software Keeper is the ultimate cybersecurity and productivity application that protects every remote employee and all their devices against password-related data breaches and cyberthreats. Secure your business passwords to prevent data breaches, improve employee productivity and meet compliance standards. Commercial-Off-the-Shelf (COTS) Software, System Software MyWorkDrive provides a software-only, on- premises solution for secure remote file access from anywhere for any device. Users gain access in minutes without Sync, VPN, RDP or migrating data. MyWorkDrive is for IT leaders looking for a cloud-like file sharing solution that has ransomware protection & DLP, facilitates data governance compliance (FIPS, HIPAA, FINRA, GDPR), enhances Office 365 real-time Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 32 online collaboration, with a lower TCO. They give you easy, secure remote access to your organization’s files using your server storage with no security worries about your data being in the cloud or syncing down to remote computers. Commercial-Off-the-Shelf (COTS) Software, Application Software OpenGov is the leader in budgeting and performance for the public sector whose mission is to power a more effective and accountable government. We offer three easy-to-use cloud- based software solutions that transform how governments budget, measure performance, and engage the public. With OpenGov, agencies can make more informed decisions and drive better outcomes for the public. Commercial-Off-the-Shelf (COTS) Software, Application Software PublicInput helps you increase public engagement and communication with your community, while reducing your workload burdens with an integrated solution. Commercial-Off-the-Shelf (COTS) Software, System Software, Software as a Service applications, Software for Engineering and Product Development Red Hat delivers hardened, open source solutions that make it easier for enterprises to work across platforms and environments, from the core datacenter to the network edge. By operating transparently and responsibly, we continue to be a catalyst in open source communities, helping you build flexible, powerful IT infrastructure solutions. Commercial-Off-the-Shelf (COTS) Software, Industrial Automation Software Since 2017, SOMA Global has been a leading provider of cloud-native critical-response public safety software solutions. SOMA's team of public safety veterans and mission-driven developers are focused on enabling agency partners to focus on what matters most, fulfilling their mission in the communities they serve. Through world-class customer service in combination with Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 33 SOMA Telos™ and SOMA Global's modern- cloud software solutions, operations are a unified ecosystem of pre-built applications, workflows, automations and data interoperability that can be rapidly configured based on the specific needs of your agency and community. Commercial-Off-the-Shelf (COTS) Software, Application Software At StreamSets, a Software AG company, their mission is to ensure data engineering teams thrive in today’s world of constant change. Streamsets does this by embedding the DataOps philosophy of “continuous data for the connected enterprise” into the StreamSets DataOps Platform. StreamSets empowers data engineers to build, run, monitor, and manage smart data pipelines for modern analytics. StreamSets is the only data integration platform that provides a single design experience for all design patterns for 10x greater developer productivity; smart data pipelines that are resilient to change for 80% less breakages; and a single pane of glass for observing and monitoring all pipelines to eliminate blind spots and control gaps. With StreamSets, you can deliver continuous data for modern analytics and hybrid integration in a world of constant change. Commercial-Off-the-Shelf (COTS) Software, Industrial Automation Software Swiftly is a single platform to unify your public transit data. Swiftly’s products combine to form a single, powerful platform that centers your transit agency on the industry’s most accurate data. Swiftly’s cloud infrastructure and subscription model simplify how agencies build their transit data stack. Agencies may choose only the products they need, access them from anywhere, and use them with the hardware of their choice. Commercial-Off-the-Shelf (COTS) Software, Application Software ThirdLine was founded by former city and county internal audit analysts and data scientists, along with public accounting professionals. ThirdLine integrates with municipal ERP systems and combines the power of 400 analytics across 10 Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 34 modules to expedite audits, monitor operations, and find fraud, waste, and abuse. Commercial-Off-the-Shelf (COTS) Software, Application Software Tricentis is a global leader in enterprise continuous testing. The Tricentis AI-based, continuous testing portfolio of products provide a new and fundamentally different way to perform software testing. An approach that’s totally automated, fully codeless, and intelligently driven by AI. It addresses both agile development and complex enterprise apps, enabling enterprises to accelerate their digital transformation by dramatically increasing software release speed, reducing costs, and improving software quality. Widely credited for reinventing software testing for DevOps, cloud, and enterprise applications, Tricentis has been recognized as a leader by all major industry analysts, including Forrester, Gartner, and IDC. Commercial-Off-the-Shelf (COTS) Software, Training Udacity is a global, online training platform powering digital transformation and accelerated time-to-market initiatives for Public Sector, Fortune 500 and Global 2000 enterprises. Udacity programs provide industry-created practitioner skills through a series of "Nanodegree" programs consisting of online courses and real-world projects in artificial intelligence, machine learning, data science, autonomous systems, and cloud computing among other disciplines. In partnership with Udacity’s experts, they will co-design a tailored transformation journey to solve acute workforce challenges to deliver next-level business results. Software, Commercial-Off-the-Shelf (COTS) Software, Security Software vArmour is the leading provider of Application Relationship Management software. Enterprises around the world rely on vArmour to discover, observe, and control relationships between every user, every application, and across every environment to reduce risk and increase resiliency — all without adding new agents or infrastructure. Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 35 Software, Commercial-Off-the-Shelf (COTS) Software, Application Software Virtualitics, Inc. operates a platform to merge artificial intelligence, big data, and virtual/augmented reality. Its platform enables users to visualize and understand data; and provides shared virtual office to analyze data, and present and discuss insights. Powered by a suite of AI-enabled products, Virtualitics provides a rapidly deployable end-to- end solution that quickly preprocesses and fuses data sources, builds predictive AI models, and leverages our best-in-class data analytics and visualization platform for exploration and collaboration in either desktop or virtual reality. Commercial-Off-the-Shelf (COTS) Software, Application Software Visual Lease is the #1 lease optimization software. We empower organizations to transform their lease accounting compliance requirements into financial opportunities. We have a passion for simplifying the complex. We are committed to ongoing innovation and unparalleled customer service. We help our customers transform lease compliance requirements into opportunities for hard- and soft-dollar savings. Commercial-Off-the-Shelf (COTS) Software, Application Software Workiva created Wdesk, a cloud-based platform that modernizes how people work within thousands of organizations worldwide. With Wdesk, there’s no switching back and forth between different versions. Instead, users are able to collaborate in real-time, mitigate risk, and improve productivity. Wdesk gives users the confidence they need to make data-driven decision across the enterprise. Workiva brings together everything you need— teammates, datasets, and data sources—so you can work better in the cloud. Wherever you are, whatever you’re doing. Automate what’s slowing you down. Focus on what fires you up. Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 36 Commercial-Off-the-Shelf (COTS) Software, Security Software Zimperium, Inc. is a global leader in mobile device and app security, offering real-time, on- device protection against both known and unknown threats on Android, iOS and Chromebook endpoints. The company was founded under the premise that the then current state of mobile security was insufficient to solve the growing mobile security problem. At the time, most mobile security was a port from traditional endpoint security technologies. Services Category Services Financial Reporting Automation - Comprehensive Annual Financial Report (CAFR) Financial Reporting Automation – Financial Statements Financial Reporting Automation – Budget Book Financial Reporting Automation – Budget Simulations Financial Accounting Automation – Automated Reconciliations Financial Accounting Automation – Robotic Process Automation Cloud Managed Cloud Services Cloud Cloud Governance – Compliance, Financial Management Cloud Application Modernization Cloud Cloud Readiness Advisory Machine Learning App Accelerators Machine Learning Data Operations Pipeline Machine Learning Enhanced Robotic Process Automation – BOT development Cybersecurity Software Bill of Materials (SBOM) creation Cybersecurity Secure software supply chain risk management Financial Service Offerings Fair Market Value Lease Financial Service Offerings Purchase Option Lease Financial Service Offerings Payment Agreements Financial Service Offerings Direct and Indirect Financing Warranty Each software supplier provides their own Warranty that is provided to a public sector agency at the time of purchase. These warranties, and end user licensing agreements are available for review if so desired. Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 37 Tab 6 – References Provide at least ten (10) customer references for products and/or services of similar scope dating within the past three (3) years. Please provide a range of references across all eligible government entity groups including K-12, higher education, city, county, or non-profit entities. All references should include the following information from the entity: • Entity Name • Contact Name and Title • City and State • Phone • Email • Years Serviced • Description of Services • Annual Volume Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 40 Tab 7 – Pricing Please see the attached pricing sheet that was submitted electronically via the Bonfire portal. Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 41 Tab 8 – Value Added Products and Services Presales Engineering Talent Vertosoft’s focus on emerging and innovative technologies are supported by experienced technical resources to identify the best overall solution for NCPA members. Vertosoft Account Managers are trained presales specialists who focus on specific technology domains such as Cloud Computing, Machine Learning and Artificial Intelligence, Cybersecurity, and Big Data and Analytics. Partnered with dedicated engineering resources from the software supplier, Vertosoft can provide NCPA members important insights about the technology solutions to best meet the member’s needs. Quality and Responsiveness Vertosoft maintains an ISO 9001:2015 certification that demonstrates Vertosoft’s commitment to the highest level of quality and customer satisfaction. Our Quality Management program supports our core business processes and provides the tools through which we measure, control, and improve these processes which include: • Maintaining product catalogs and price lists on different government contract vehicles. • Error free quoting to the government on behalf of our technology partners. • Efficient purchase order (PO) processing from our government customers. • Efficient PO delivery to our technology partners. • Accurate invoice creation for government customers for solutions delivered by our technology partners. • Payments to our technology partners upon payment from the government. • Customer satisfaction measurement with the overall procurement process experience through Vertosoft. Dedicated Customer Success Management Team Vertosoft will assign a dedicated Customer Success Manager (CSM) team to NCPA members. The assigned CSM team will all be US citizens with knowledge of the different software manufacturer’s software entitlement systems, license management processes, and technical support systems. Vertosoft provides a dedicated 1-800 number and email address that will connect participating entities directly with the dedicated CSM team. The CSM will be able to provide NCPA and participating entities with the following benefits: • Software Entitlement management support • Customized license reporting and usage • Service Desk Management Portal – ability to open and manage service tickets with Vertosoft CSM team • Technical Outreach and Advisory Sessions Vertosoft’s CSM team will assist NCPA and participating entities with tracking the usage for each product. The CSM team will provide NCPA metrics on the calls/emails into the Vertosoft 1-800 and dedicated email address along with open/closed service tickets to help NCPA understand the volume and scale of support being requested and provided. Vertosoft will also provide NCPA participating entities with access to VertoDesk, which is a software entitlement portal where assigned participating entities can see the list of current software entitlements. Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 42 Marketing and Training Each of the software suppliers supported by Vertosoft provide complimentary webinars to NCPA member agencies to help them better understand different features within the tool, so that agencies can maximize the investment in the technology. Vertosoft also hosts ‘Tech-Days’ where we bring emerging technology suppliers to our public sector customers where they can engage in technical deep dives, learn about product roadmaps, and get key industry updates and insights. Within the first 14 days after award Vertosoft will issue a co-branded press release announcing the award and specific details of the contract. This will be combined with targeted social media postings to promote the use of the contract for eligible public sector organizations. Within 30 days after award, Vertosoft will launch a dedicated web site with the NCPA standard logo. The website will have a copy of the original request for proposal, copy of the contract, summary of products being offered, marketing materials, and a link to NCPA website. Vertosoft will also include a dedicated toll-free number and email address for NCPA participating entities. Within 60 days after award, Vertosoft will execute a dedicated email and contact campaign to notify existing and potential public sector agencies about the contract and provide guidance on how to leverage the contract in the future. Secure Software Supply Chain Executive Order 14028, “Improving the Nation’s Cybersecurity” called to establish baseline security standards for development of software. As part of this effort, Vertosoft is working with our suppliers to develop a ‘software bill of materials’ (SBOM) to help public sector agencies better understand the nested libraries that make up the software components they are using. Minority and Women Business Enterprise (MWBE) and HUB Participation Vertosoft believes that a diverse supplier base is important to our overall success as an organization. This is evident by hundreds of service and resell partners that Vertosoft works with around the country that are either minority, women owned, service disabled veteran, certified 8(a), or HUB Zone companies. These partners compliant our software supplier’s diversity programs and help public sector agencies meet their own goals for diversity. Government Financing and Structured Payment Plans Vertosoft offers extended payment plans and subscription billing for technology purchases to help align structured payments to government program budgets while meeting government guidelines. Vertosoft’s deep understanding of the government acquisition process allow us to provide the government with simplified terms and conditions and flexible payment options. We also can provide utility-based pricing and quarterly or monthly subscription billing for cloud-based SaaS software. Software Products and Services 07-23 Vertosoft Response 03/23/2023 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 43 Tab 9 – Required Documents • Federal Funds Certifications • Clean Air and Water Act & Debarment Notice • Contractors Requirements • Required Clauses for Federal Assistance by FTA • Federal Required Signatures • Antitrust Certification Statements Texas Government Code § 2155.005 • State Notice Addendum FEDERAL FUNDS CERTIFICATIONS Participating Agencies may elect to use federal funds to purchase under the Master Agreement. The following certifications and provisions may be required and apply when a Participating Agency expends federal funds for any purchase resulting from this procurement process. Pursuant to 2 C.F.R. § 200.326, all contracts, including small purchases, awarded by the Participating Agency and the Participating Agency’s subcontractors shall contain the procurement provisions of Appendix II to Part 200, as applicable. APPENDIX II TO 2 CFR PART 200 (A) Contracts for more than the simplified acquisition threshold currently set at $250,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. • Pursuant to Federal Rule (A) above, when a Participating Agency expends federal funds, the Participating Agency and Offeror reserves all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party. (B) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) • Pursuant to Federal Rule (B) above, when a Participating Agency expends federal funds, the Participating Agency reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process in the event of a breach or default of the agreement by Offeror as detailed in the terms of the contract (C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60- 1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 CFR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” • Pursuant to Federal Rule (C) above, when a Participating Agency expends federal funds on any federally assisted construction contract, the equal opportunity clause is incorporated by reference herein. (D) Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non- Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. • Pursuant to Federal Rule (D) above, when a Participating Agency expends federal funds during the term of an award for all contracts and subgrants for construction or repair, offeror will be in compliance with all applicable Davis-Bacon Act provisions • Any Participating Agency will include any current and applicable prevailing wage determination in each issued solicitation and provide Offeror with any required documentation and/or forms that must be completed by Offeror to remain in compliance the applicable Davis-Bacon Act provisions. (E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. • Pursuant to Federal Rule (E) above, when a Participating Agency expends federal funds, offeror certifies that offeror will be in compliance with all applicable provisions of the Contract Work Hours and Safety Standards Act during the term of an award for all contracts by Participating Agency resulting from this procurement process. (F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. • Pursuant to Federal Rule (F) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (F) above (G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended— Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non- Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). • Pursuant to Federal Rule (G) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency member resulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (G) above (H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. • Pursuant to Federal Rule (H) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror certifies that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. If at any time during the term of an award the offeror or its principals becomes debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency, the offeror will notify the Participating Agency (I) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. • Pursuant to Federal Rule (I) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term and after the awarded term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror certifies that it is in compliance with all applicable provisions of the Byrd Anti- Lobbying Amendment (31 U.S.C. 1352). The undersigned further certifies that: o No Federal appropriated funds have been paid or will be paid for on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative agreement. o If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with this Federal grant or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions. o The undersigned shall require that the language of this certification be included in the award documents for all covered sub-awards exceeding $100,000 in Federal funds at all appropriate tiers and all subrecipients shall certify and disclose accordingly. RECORD RETENTION REQUIREMENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS When federal funds are expended by Participating Agency for any contract resulting from this procurement process, offeror certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.334. The offeror further certifies that offeror will retain all records as required by 2 CFR § 200.334 for a period of three years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION ACT When Participating Agency expends federal funds for any contract resulting from this procurement process, offeror certifies that it will comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6321 et seq.; 49 C.F.R. Part 18). CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS To the extent purchases are made with Federal Highway Administration, Federal Railroad Administration, or Federal Transit Administration funds, offeror certifies that its products comply with all applicable provisions of the Buy America Act and agrees to provide such certification or applicable waiver with respect to specific products to any Participating Agency upon request. Participating Agencies will clearly identify whether Buy America Provisions apply in any issued solicitation. Purchases made in accordance with the Buy America Act must still follow the applicable procurement rules calling for free and open competition. CERTIFICATION OF ACCESS TO RECORDS Offeror agrees that the Inspector General of the Agency or any of their duly authorized representatives shall have access to any non-financial documents, papers, or other records of offeror that are pertinent to offeror’s discharge of its obligations under the Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to offeror’s personnel for the purpose of interview and discussion relating to such documents. This right of access will last only as long as the records are retained. CERTIFICATION OF APPLICABILITY TO SUBCONTRACTORS Offeror agrees that all contracts it awards pursuant to the Contract shall be bound by the foregoing terms and conditions. CLEAN AIR AND WATER ACT AND DEBARMENT NOTICE By the signature below (Under Federal Required Signatures), I, the Vendor, am in compliance with all applicable standards, orders or regulations issued pursuant to the Clean Air Act of 1970, as Amended (42 U.S. C. 1857 (h), Section 508 of the Clean Water Act, as amended (33 U.S.C. 1368), Executive Order 117389 and Environmental Protection Agency Regulation, 40 CFR Part 15 as required under OMB Circular A-102, Attachment O, Paragraph 14 (1) regarding reporting violations to the grantor agency and to the United States Environment Protection Agency Assistant Administrator for the Enforcement. I hereby further certify that my company has not been debarred, suspended or otherwise ineligible for participation in Federal Assistance programs under Executive Order 12549, “Debarment and Suspension”, as described in the Federal Register and Rules and Regulations. CONTRACTOR REQUIRMENTS Contractor Certification Contractor’s Employment Eligibility By entering the contract, Contractor warrants compliance with the Federal Immigration and Nationality Act (FINA), and all other federal and state immigration laws and regulations. The Contractor further warrants that it is in compliance with the various state statues of the states it is will operate this contract in. Participating Government Entities including School Districts may request verification of compliance from any Contractor or subcontractor performing work under this Contract. These Entities reserve the right to confirm compliance in accordance with applicable laws. Should the Participating Entities suspect or find that the Contractor or any of its subcontractors are not in compliance, they may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the Contract for default, and suspension and/or debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor. The offeror complies and maintains compliance with the appropriate statutes which requires compliance with federal immigration laws by State employers, State contractors and State subcontractors in accordance with the E-Verify Employee Eligibility Verification Program. Contractor shall comply with governing board policy of the NCPA Participating entities in which work is being performed. Fingerprint & Background Checks If required to provide services on school district property at least five (5) times during a month, contractor shall submit a full set of fingerprints to the school district if requested of each person or employee who may provide such service. Alternately, the school district may fingerprint those persons or employees. An exception to this requirement may be made as authorized in Governing Board policy. The district shall conduct a fingerprint check in accordance with the appropriate state and federal laws of all contractors, subcontractors or vendors and their employees for which fingerprints are submitted to the district. Contractor, subcontractors, vendors and their employees shall not provide services on school district properties until authorized by the District. The offeror shall comply with fingerprinting requirements in accordance with appropriate statutes in the state in which the work is being performed unless otherwise exempted. Contractor shall comply with governing board policy in the school district or Participating Entity in which work is being performed. Business Operations in Sudan, Iran In accordance with A.R.S. 35-391 and A.R.S. 35-393, the Contractor hereby certifies that the contractor does not have scrutinized business operations in Sudan and/or Iran. REQUIRED CLAUSES FOR FEDERAL ASSISTANCE PROVIDED BY FTA ACCESS TO RECORDS AND REPORTS Contractor agrees to: a) Maintain all non-financial books, records, accounts and reports required under this Contract for a period of not less than two (2) years after the date of termination or expiration of this Contract or any extensions thereof except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case Contractor agrees to maintain same until the FTA Administrator, the U.S. DOT Office of the Inspector General, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. b) Permit any of the foregoing parties to inspect all non-financial work, materials, and other data and records that pertain to the Project, and to audit the non-financial books, records, and accounts that pertain to the Project and to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed for the purpose of audit and examination. The right of access detailed in this section continues only as long as the records are retained. FTA does not require the inclusion of these requirements of Article 1.01 in subcontracts. CIVIL RIGHTS / TITLE VI REQUIREMENTS 1) Non-discrimination. In accordance with Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d, Section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, Section 202 of the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12132, and Federal Transit Law at 49 U.S.C. § 5332, Contractor or subcontractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, marital status age, or disability. In addition, Contractor agrees to comply with applicable Federal implementing regulations and other applicable implementing requirements FTA may issue that are flowed to Contractor from Awarding Participating Agency. 2) Equal Employment Opportunity. The following Equal Employment Opportunity requirements apply to this Contract: a. Race, Color, Creed, National Origin, Sex. In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal Transit Law at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable Equal Employment Opportunity requirements of U.S. Dept. of Labor regulations, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor, 41 CFR, Parts 60 et seq., and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may affect construction activities undertaken in the course of this Project. Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, marital status, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, Contractor agrees to comply with any implementing requirements FTA may issue that are flowed to Contractor from Awarding Participating Agency. b. Age. In accordance with the Age Discrimination in Employment Act (ADEA) of 1967, as amended, 29 U.S.C. Sections 621 through 634, and Equal Employment Opportunity Commission (EEOC) implementing regulations, “Age Discrimination in Employment Act”, 29 CFR Part 1625, prohibit employment discrimination by Contractor against individuals on the basis of age, including present and prospective employees. In addition, Contractor agrees to comply with any implementing requirements FTA may issue that are flowed to Contractor from Awarding Participating Agency. c. Disabilities. In accordance with Section 102 of the Americans with Disabilities Act of 1990, as amended (ADA), 42 U.S.C. Sections 12101 et seq., prohibits discrimination against qualified individuals with disabilities in programs, activities, and services, and imposes specific requirements on public and private entities. Contractor agrees that it will comply with the requirements of the Equal Employment Opportunity Commission (EEOC), “Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act,” 29 CFR, Part 1630, pertaining to employment of persons with disabilities and with their responsibilities under Titles I through V of the ADA in employment, public services, public accommodations, telecommunications, and other provisions. d. Segregated Facilities. Contractor certifies that their company does not and will not maintain or provide for their employees any segregated facilities at any of their establishments, and that they do not and will not permit their employees to perform their services at any location under the Contractor’s control where segregated facilities are maintained. As used in this certification the term “segregated facilities” means any waiting rooms, work areas, restrooms and washrooms, restaurants and other eating areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees which are segregated by explicit directive or are in fact segregated on the basis of race, color, religion or national origin because of habit, local custom, or otherwise. Contractor agrees that a breach of this certification will be a violation of this Civil Rights clause. 3) Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all solicitations, either by competitive bidding or negotiation, made by Contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by Contractor of Contractor's obligations under this Contract and the regulations relative to non-discrimination on the grounds of race, color, creed, sex, disability, age or national origin. 4) Sanctions of Non-Compliance. In the event of Contractor's non-compliance with the non-discrimination provisions of this Contract, Public Agency shall impose such Contract sanctions as it or the FTA may determine to be appropriate, including, but not limited to: 1) Withholding of payments to Contractor under the Contract until Contractor complies, and/or; 2) Cancellation, termination or suspension of the Contract, in whole or in part. Contractor agrees to include the requirements of this clause in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. DISADVANTAGED BUSINESS PARTICIPATION This Contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs”, therefore, it is the policy of the Department of Transportation (DOT) to ensure that Disadvantaged Business Enterprises (DBEs), as defined in 49 CFR Part 26, have an equal opportunity to receive and participate in the performance of DOT-assisted contracts. 1) Non-Discrimination Assurances. Contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. Contractor shall carry out all applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by Contractor to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or other such remedy as public agency deems appropriate. Each subcontract Contractor signs with a subcontractor must include the assurance in this paragraph. (See 49 CFR 26.13(b)). 2) Prompt Payment. Contractor is required to pay each subcontractor performing Work under this prime Contract for satisfactory performance of that work no later than thirty (30) days after Contractor’s receipt of payment for that Work from public agency. In addition, Contractor is required to return any retainage payments to those subcontractors within thirty (30) days after the subcontractor’s work related to this Contract is satisfactorily completed and any liens have been secured. Any delay or postponement of payment from the above time frames may occur only for good cause following written approval of public agency. This clause applies to both DBE and non-DBE subcontractors. Contractor must promptly notify public agency whenever a DBE subcontractor performing Work related to this Contract is terminated or fails to complete its Work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. Contractor may not terminate any DBE subcontractor and perform that Work through its own forces, or those of an affiliate, without prior written consent of public agency. 3) DBE Program. In connection with the performance of this Contract, Contractor will cooperate with public agency in meeting its commitments and goals to ensure that DBEs shall have the maximum practicable opportunity to compete for subcontract work, regardless of whether a contract goal is set for this Contract. Contractor agrees to use good faith efforts to carry out a policy in the award of its subcontracts, agent agreements, and procurement contracts which will, to the fullest extent, utilize DBEs consistent with the efficient performance of the Contract. ENERGY CONSERVATION REQUIREMENTS Contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plans issued under the Energy Policy and Conservation Act, as amended, 42 U.S.C. Sections 6321 et seq. and 41 CFR Part 301-10. FEDERAL CHANGES Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, listed directly or by reference in the Contract between Public Agency and the FTA, and those applicable regulatory and procedural updates that are communicated to Contractor by Public Agency, as they may be amended or promulgated from time to time during the term of this contract. Contractor’s failure to so comply shall constitute a material breach of this Contract. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS The provisions include, in part, certain Standard Terms and Conditions required by the U.S. Department of Transportation (DOT), whether or not expressly set forth in the preceding Contract provisions. All contractual provisions required by the DOT and applicable to the scope of a particular Contract awarded to Contractor by a Public Agency as a result of solicitation, as set forth in the most current FTA Circular 4220.1F, published February 8th, 2016, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Contract. Contractor agrees not to knowingly perform any act, knowingly fail to perform any act, or refuse to comply with any reasonable public agency requests that would directly cause public agency to be in violation of the FTA terms and conditions. NO FEDERAL GOVERNMENT OBLIGATIONS TO THIRD PARTIES Agency and Contractor acknowledge and agree that, absent the Federal Government’s express written consent and notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Contract, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to agency, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying Contract. Contractor agrees to include the above clause in each subcontract financed in whole or in part with federal assistance provided by the FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. §§ 3801 et seq. and U.S. DOT regulations, “Program Fraud Civil Remedies,” 49 CFR Part 31, apply to its actions pertaining to this Contract. Upon execution of the underlying Contract, Contractor certifies or affirms, to the best of its knowledge, the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to me made, pertaining to the underlying Contract or the FTA assisted project for which this Contract Work is being performed. In addition to other penalties that may be applicable, Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on Contractor to the extent the Federal Government deems appropriate. Contractor also acknowledges that if it makes, or causes to me made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307 (n)(1) on the Contractor, to the extent the Federal Government deems appropriate. Contractor agrees to include the above clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. FEDERAL REQUIRED SIGNATURES Offeror certifies compliance with all provisions, laws, acts, regulations, etc. as specifically noted in the pages above. It is further acknowledged that offeror agrees to comply with all federal, state, and local laws, rules, regulations and ordinances as applicable. Offeror __________________________________________________________ Address __________________________________________________________ City/State/Zip __________________________________________________________ Authorized Signature __________________________________________________________ Date __________________________________________________________Vertosoft LLC1602 Village Market Blvd SE Suite 320Leesburg, VA 2017503/22/2023 ANTITRUST CERTIFICATION STATEMENTS TEXAS GOVERNMENT CODE § 2155.005 I affirm under penalty of perjury of the laws of the State of Texas that: (1) I am duly authorized to execute this contract on my own behalf or on behalf of the company, corporation, firm, partnership or individual (Company) listed below; (2) In connection with this bid, neither I nor any representative of the Company has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15; (3) In connection with this bid, neither I nor any representative of the Company has violated any federal antitrust law; and (4) Neither I nor any representative of the Company has directly or indirectly communicated any of the contents of this bid to a competitor of the Company or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Company. Company Name __________________________________________________________ Address __________________________________________________________ City/State/Zip __________________________________________________________ Telephone Number __________________________________________________________ Fax Number __________________________________________________________ Email Address __________________________________________________________ Printed Name __________________________________________________________ Title __________________________________________________________ Authorized Signature __________________________________________________________Vertosoft LLCLeesburg, VA 20175Chief Technology OfficerChet Hayeschet@vertosoft.com571.707.41371602 Village Market Blvd SE Suite 320 STATE NOTICE ADDENDUM The National Cooperative Purchasing Alliance (NCPA), on behalf of NCPA and its current and potential participants to include all county, city, special district, local government, school district, private K-12 school, higher education institution, state, tribal government, other government agency, healthcare organization, nonprofit organization and all other Public Agencies located nationally in all fifty states, issues this Request for Proposal (RFP) to result in a national contract. For your reference, the links below include some, but not all, of the entities included in this proposal: http://www.usa.gov/Agencies/State and Territories.shtml https://www.usa.gov/local-governments Contract With Vertosoft, LLC to Obtain and Implement the OpenGov Permitting, Licensing & Code Enforcement Software Final Audit Report 2025-07-23 Created: 2025-07-23 By: Travis Dutton-Leyda (tkduttonleyda@santafenm.gov) Status: Canceled / Declined Transaction ID: CBJCHBCAABAAzqqo5wt7OlwERisu0be8Q2V_kr9goosH "Contract With Vertosoft, LLC to Obtain and Implement the Ope nGov Permitting, Licensing & Code Enforcement Software" Histo ry Document created by Travis Dutton-Leyda (tkduttonleyda@santafenm.gov) 2025-07-23 - 3:26:01 PM GMT- IP address: 98.97.116.171 Document emailed to HEATHER LAMBOY (hllamboy@santafenm.gov) for signature 2025-07-23 - 3:33:20 PM GMT Document emailed to ANDREA PHILLIPS (akphillips@santafenm.gov) for signature 2025-07-23 - 3:33:21 PM GMT Document emailed to ajhopkins@santafenm.gov ajhopkins@santafenm.gov (ajhopkins@santafenm.gov) for signature 2025-07-23 - 3:33:21 PM GMT Document emailed to Eric Candelaria (edcandelaria@santafenm.gov) for signature 2025-07-23 - 3:33:21 PM GMT Document sent to JoAnn Lovato (jdlovato@santafenm.gov) and Travis Dutton-Leyda (tkduttonleyda@santafenm.gov) for signature. One of them to sign 2025-07-23 - 3:33:22 PM GMT Document emailed to EMILY OSTER (ekoster@santafenm.gov) for signature 2025-07-23 - 3:33:22 PM GMT Document emailed to edmontoya1@santafenm.gov for signature 2025-07-23 - 3:33:23 PM GMT Document e-signed by Travis Dutton-Leyda (tkduttonleyda@santafenm.gov) Signature Date: 2025-07-23 - 3:33:49 PM GMT - Time Source: server- IP address: 98.97.116.171 Email viewed by Eric Candelaria (edcandelaria@santafenm.gov) 2025-07-23 - 3:50:47 PM GMT- IP address: 104.47.64.254 Document e-signed by Eric Candelaria (edcandelaria@santafenm.gov) Signature Date: 2025-07-23 - 3:51:29 PM GMT - Time Source: server- IP address: 63.232.20.2 Email viewed by ajhopkins@santafenm.gov ajhopkins@santafenm.gov (ajhopkins@santafenm.gov) 2025-07-23 - 3:52:02 PM GMT- IP address: 104.47.65.254 Document declined by ajhopkins@santafenm.gov ajhopkins@santafenm.gov (ajhopkins@santafenm.gov) Decline reason: Purchases cannot be made from object 563100 - that line is only there to pay ITT for costs they incur on behalf of other Departments. If this is going to be paid by ITT and charged back to PLU or whoever, the ITT org/object needs to be on the memo. 2025-07-23 - 3:53:43 PM GMT- IP address: 63.232.20.2 Contract With Vertosoft, LLC to Obtain and Implement the OpenGov Permitting, Licensing & Code Enforcement Software Final Audit Report 2025-07-31 Created: 2025-07-24 By: Travis Dutton-Leyda (tkduttonleyda@santafenm.gov) Status: Signed Transaction ID: CBJCHBCAABAAnMp2HJaqgDACA91saggc6rLu7rmqv42N "Contract With Vertosoft, LLC to Obtain and Implement the Ope nGov Permitting, Licensing & Code Enforcement Software" Histo ry Document created by Travis Dutton-Leyda (tkduttonleyda@santafenm.gov) 2025-07-24 - 5:47:02 PM GMT- IP address: 63.232.20.2 Document emailed to ajhopkins@santafenm.gov ajhopkins@santafenm.gov (ajhopkins@santafenm.gov) for signature 2025-07-24 - 6:01:32 PM GMT Email viewed by ajhopkins@santafenm.gov ajhopkins@santafenm.gov (ajhopkins@santafenm.gov) 2025-07-24 - 8:00:08 PM GMT- IP address: 104.47.64.254 Document e-signed by ajhopkins@santafenm.gov ajhopkins@santafenm.gov (ajhopkins@santafenm.gov) Signature Date: 2025-07-24 - 8:00:25 PM GMT - Time Source: server- IP address: 63.232.20.2 Document emailed to HEATHER LAMBOY (hllamboy@santafenm.gov) for signature 2025-07-24 - 8:00:28 PM GMT Email viewed by HEATHER LAMBOY (hllamboy@santafenm.gov) 2025-07-24 - 8:00:49 PM GMT- IP address: 104.47.65.254 Document e-signed by HEATHER LAMBOY (hllamboy@santafenm.gov) Signature Date: 2025-07-24 - 8:01:09 PM GMT - Time Source: server- IP address: 63.232.20.2 Document emailed to ANDREA PHILLIPS (akphillips@santafenm.gov) for signature 2025-07-24 - 8:01:12 PM GMT Email viewed by ANDREA PHILLIPS (akphillips@santafenm.gov) 2025-07-24 - 8:18:31 PM GMT- IP address: 104.47.64.254 Document e-signed by ANDREA PHILLIPS (akphillips@santafenm.gov) Signature Date: 2025-07-25 - 3:58:49 PM GMT - Time Source: server- IP address: 63.232.20.2 Document emailed to EMILY OSTER (ekoster@santafenm.gov) for signature 2025-07-25 - 3:58:51 PM GMT Email viewed by EMILY OSTER (ekoster@santafenm.gov) 2025-07-31 - 0:02:40 AM GMT- IP address: 104.47.65.254 Document e-signed by EMILY OSTER (ekoster@santafenm.gov) Signature Date: 2025-07-31 - 0:08:20 AM GMT - Time Source: server- IP address: 63.232.20.2 Document emailed to edmontoya1@santafenm.gov for signature 2025-07-31 - 0:08:22 AM GMT Email viewed by edmontoya1@santafenm.gov 2025-07-31 - 1:40:30 AM GMT- IP address: 104.47.65.254 Signer edmontoya1@santafenm.gov entered name at signing as Elisa D. Montoya 2025-07-31 - 1:40:46 AM GMT- IP address: 73.42.112.152 Document e-signed by Elisa D. Montoya (edmontoya1@santafenm.gov) Signature Date: 2025-07-31 - 1:40:48 AM GMT - Time Source: server- IP address: 73.42.112.152 Agreement completed. 2025-07-31 - 1:40:48 AM GMT Signature:Email:xivigil@santafenm.gov Amendment_1_GB_Memo__JDM_Apr21_Updat e_-Signed_pg._1-3 Final Audit Report 2026-05-04 Created: 2026-05-01 By: AP (aeperez@santafenm.gov) Status: Canceled / Declined Transaction ID: CBJCHBCAABAAp1L3qCQEoXgQ3YmmMxvz1JfhpNz8lTdL "Amendment_1_GB_Memo__JDM_Apr21_Update_-Signed_pg._ 1-3" History Document digitally presigned by Adobe Acrobat Sign (acrobat-sign-certified@adobe.com) 2025-08-18 - 6:41:40 PM GMT- IP address: 50.228.218.220 Document created by ALYSSA PEREZ (aeperez@santafenm.gov) 2026-05-01 - 8:04:47 PM GMT- IP address: 50.228.218.220 Document emailed to ALYSSA PEREZ (aeperez@santafenm.gov) for filling 2026-05-01 - 8:11:56 PM GMT Signer ALYSSA PEREZ (aeperez@santafenm.gov) entered name at signing as AP 2026-05-01 - 8:12:38 PM GMT- IP address: 50.228.218.220 Form filled by AP (aeperez@santafenm.gov) Form filling Date: 2026-05-01 - 8:12:40 PM GMT - Time Source: server- IP address: 50.228.218.220 Document emailed to Andrew Hopkins (ajhopkins@santafenm.gov) for signature 2026-05-01 - 8:12:44 PM GMT Email viewed by Andrew Hopkins (ajhopkins@santafenm.gov) 2026-05-01 - 11:58:35 PM GMT- IP address: 104.47.65.254 Document e-signed by Andrew Hopkins (ajhopkins@santafenm.gov) Signature Date: 2026-05-02 - 0:00:00 AM GMT - Time Source: server- IP address: 63.232.20.2 Document emailed to Eric Candelaria (edcandelaria@santafenm.gov) for signature 2026-05-02 - 0:00:05 AM GMT Email viewed by Eric Candelaria (edcandelaria@santafenm.gov) 2026-05-04 - 4:32:16 PM GMT- IP address: 104.47.64.254 Document canceled by AP (aeperez@santafenm.gov) Cancel reason: incorrect signatures 2026-05-04 - 9:07:19 PM GMT- IP address: 50.228.218.220 Amendment_1_GB_Memo__JDM_Apr21_Updat e_-Signed_pg._1-3 (1) Final Audit Report 2026-05-22 Created: 2026-05-04 By: ALYSSA PEREZ (aeperez@santafenm.gov) Status: Signed Transaction ID: CBJCHBCAABAA6WgD7XX4q3JfbtNuUNHdRNPhQZGW8h9Y "Amendment_1_GB_Memo__JDM_Apr21_Update_-Signed_pg._ 1-3 (1)" History Document digitally presigned by Adobe Acrobat Sign (acrobat-sign-certified@adobe.com) 2025-08-18 - 6:41:40 PM GMT- IP address: 50.228.218.220 Document created by ALYSSA PEREZ (aeperez@santafenm.gov) 2026-05-04 - 9:09:44 PM GMT- IP address: 50.228.218.220 Document sent to JoAnn Lovato (jdlovato@santafenm.gov) and Travis Dutton-Leyda (tkduttonleyda@santafenm.gov) for signature. One of them to sign 2026-05-04 - 9:14:28 PM GMT Email viewed by Travis Dutton-Leyda (tkduttonleyda@santafenm.gov) 2026-05-04 - 9:42:53 PM GMT- IP address: 63.232.20.2 Email viewed by JoAnn Lovato (jdlovato@santafenm.gov) 2026-05-05 - 9:34:16 PM GMT- IP address: 63.232.20.2 Document e-signed by Travis Dutton-Leyda (tkduttonleyda@santafenm.gov) Signature Date: 2026-05-06 - 5:25:23 PM GMT - Time Source: server- IP address: 63.232.20.2 - Signature Appearance Selected: IMAGE Document emailed to ANDREA PHILLIPS (akphillips@santafenm.gov) for signature 2026-05-06 - 5:25:27 PM GMT Document e-signed by ANDREA PHILLIPS (akphillips@santafenm.gov) Signature Date: 2026-05-22 - 3:51:00 PM GMT - Time Source: server- IP address: 63.232.20.2 - Signature Appearance Selected: DRAW Agreement completed. 2026-05-22 - 3:51:00 PM GMT Amendment_1_GB_Memo__JDM_Apr21_Updat e_-Signed_pg._1-3 (1)_encrypted_ Final Audit Report 2026-05-26 Created: 2026-05-26 By: Amanda Britt (apbritt@santafenm.gov) Status: Signed Transaction ID: CBJCHBCAABAAF8dAzBcXzF4F406mRVT3pmQpM2xiY5Yr "Amendment_1_GB_Memo__JDM_Apr21_Update_-Signed_pg._ 1-3 (1)_encrypted_" History Document digitally presigned by Adobe Acrobat Sign (acrobat-sign-certified@adobe.com) 2025-08-18 - 6:41:40 PM GMT- IP address: 63.232.20.2 Document created by Amanda Britt (apbritt@santafenm.gov) 2026-05-26 - 2:24:27 PM GMT- IP address: 63.232.20.2 Document emailed to Eric Candelaria (edcandelaria@santafenm.gov) for signature 2026-05-26 - 2:28:18 PM GMT Email viewed by Eric Candelaria (edcandelaria@santafenm.gov) 2026-05-26 - 4:34:07 PM GMT- IP address: 104.47.64.254 Document e-signed by Eric Candelaria (edcandelaria@santafenm.gov) Signature Date: 2026-05-26 - 4:35:01 PM GMT - Time Source: server- IP address: 63.232.20.2 - Signature Appearance Selected: DRAW Agreement completed. 2026-05-26 - 4:35:01 PM GMT